Quidkey - End-User Terms & Conditions

Thank you for visiting our website (together with any of our other websites, sub-domains and mobile applications, the “Website”) and for using our Services (defined below). Access to our Services and our Website, the home page of which is located at www.quidkey.com, is offered to you, the individual end-user (you may also be referred to herein as a “Consumer”) by Bnqz Inc. and its subsidiaries and affiliates (collectively, “Quidkey”, the “Company” or “we”, “us”, “our”) subject to your acceptance of these Terms and Conditions (the “Terms”).

Please read these Terms carefully. These Terms are a legal agreement between you and us and shall govern your access to and use of the Services and the Website, including features and content available on the Website and the websites of our merchant partners and our financial institution partners with respect to the Services. Your access to, review of, and/or use of the Website and the Services is conditioned on your acceptance of and compliance with these Terms and any other policies or terms referenced herein or posted on the Website or throughout the Services. You also acknowledge that you have read and understand our Privacy Notice (the “Privacy Notice”) for the Website and the Services. It explains how we'll collect and use your personal information to provide you with the Services and access to the Website.

If you have any questions about these terms, please contact customer support at support@quidkey.com.

1. The Services

   1. Quidkey provides proprietary SaaS payment technology, which allows merchants to offer, and Consumers to access, card network and cardless payment solutions and consumer finance solutions (including but not limited to, account-to-account transfers, FX and remittance services, direct debit transactions, consumer loans, closed-end installment loans and payment deferral options) (collectively, “Consumer Finance Products”) provided by certain of our payment service partners and/or directly from your own preferred financial institution (each, a “Financial Institution”) at the point of purchase both in-store or on a given merchant's e-commerce checkout page (collectively, the “Service(s)”).
   2. The Service leverages the banking and payments infrastructure of our Financial Institution partners and utilizes application programming interface (“API”) integration between certain banking/financial institutions, payment service providers, e-commerce merchant servers and point-of-sale terminals to identify your retail banking relationships and present the Consumer Finance Products offered by your Financial Institutions. The Service also provide both cardless and card-network payment gateway services, including collecting and transmitting Consumer information to the Consumer's Financial Institution and instructing Financial Institutions to initiate fund transfers to merchant accounts on your behalf, as well as merchant onboarding and verification.
   3. No Responsibility for Consumer Financial Products. All Consumer Finance Products, payment solutions and related transactions will be offered, provided, consummated, serviced and administered by our payment service providers and/or your Financial Institutions and their respective transaction partners. Our Services are limited to SaaS technologies that facilitate, among other things, distribution of certain payment solutions and Commercial Finance Products to you by your Financial Institutions. Quidkey does not provide Consumer Finance Products, financial advice, lending, payment initiation, money transfer, account settlement, payment processing, payment services or any other banking or financial services of any kind. All terms governing any payment solution or Consumer Finance Product accessed by you through our service (including all costs, fees, interest rates, repayment terms and default terms) shall be governed by separate agreement between you and your Financial Institution and/or relevant payment service provider, as applicable. Accordingly, we encourage you to review the terms governing any payment solutions or Consumer Finance Products carefully.
   4. Third Party Terms and Policies. For the avoidance of doubt, for the purposes of these Terms, the Financial Institutions, merchants and other third-party service providers affiliated with our Services or Website are companies that may have executed agreements with the Company to receive, utilize, provide aspects of and/or participate in the Service. They may have additional terms and conditions governing access to and use of their own services, websites and data practices, and any payment solutions, Consumer Finance Products or related transactions. We are not responsible for their service offerings, websites, practices, the terms of any payment solutions, Consumer Finance Products or related transactions or your relationships and/or interactions with Financial Institutions or merchants. Accordingly, we encourage you to read their terms and conditions and privacy policies carefully.

1. By accessing the Website and/or using the Services, you agree to be bound by these Terms and our Privacy Notice, including, in each case, any subsequent changes published by Quidkey, as well as any additional service terms governing your use of our Website or a particular aspect of the Service, all of which are incorporated herein by reference. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES OR ACCESS THE WEBSITE.
2. You must be 18 years or older. Quidkey does not target our Service or the Website to children under 18, and we do not permit any Consumers under 18 to use our Service. By using our Website or any aspect of the Service, you warrant that you are 18 years of age or older and have the legal authority to enter into these Terms.

1. Your use of the Website and the Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Website and the Service is in compliance with all applicable laws, any applicable regulations, and these Terms. You agree not to access or use the Website or the Service for any unlawful purpose or for any purpose other than that for which Quidkey makes each of the Website and Service available.

2. You acknowledge and agree that you shall not under any circumstances:

   1. engage in any activities in connection with the Website or the Services that violate any applicable law, statute, regulation, ordinance or these Terms or any other agreement or policy that you have with Quidkey;
   2. provide false, inaccurate, fraudulent, or misleading information through the Website or the Service, including in connection with any Consumer verification process or any transaction that utilizes the Service ;
   3. use any device, software, routine, file, or other tool or technology, including but not limited to any viruses, trojan horses, worms, time bombs, or cancelbots, intended to damage or interfere with the Website or the Services or to surreptitiously intercept or expropriate any data from the Website or the Service, or otherwise knowingly transmit on or through the Website or the Service any viruses, trojan horses, worms, time bombs, or cancelbots or other malicious or harmful code or attachment;
   4. use any robot, spider, crawler, scraper or similar applications or automated means to access the Website or the Services for any purpose;
   5. access the Services, Website or any related systems with fraudulent information, passwords or credentials;
   6. impersonate any person or entity, including, without limitation, (i) any other Consumer in connection with the use of the Website or Services or (ii) any of our employees or representatives, including through false association with Quidkey, or by fraudulently misrepresenting your identity or organization's purpose;
   7. sublicense, transfer or assign the Service or any part thereof to any third party, with or without consideration;
   8. knowingly interfere with, burden, or disrupt the Website's or the Service's functionality or take any action that imposes an unreasonable or disproportionately large load on Quidkey's infrastructure, including but not limited to denial of service attacks, “spam,” or any other such unsolicited overload technique;
   9. work around any technical limitations of the Website or the Service, or use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Website or the Service;
   10. breach the security of the Website or the Service, identify, probe, or scan any security vulnerabilities in the Website or the Service other than such activities performed in mutual agreement with Quidkey;
   11. attempt to disrupt or tamper with Quidkey's servers in ways that could harm our Website or Service, to place undue burden on Quidkey's servers through automated means, or to access Quidkey's Website or Service in ways that exceed your authorization;
   12. copy, reproduce, modify, alter, republish, mirror, frame, adapt, create derivative works, transmit, distribute or resell in any way any the Services, Service Assets or any other material or information from Quidkey;
   13. decompile, disassemble, reverse engineer, or otherwise attempt to identify the underlying source code of any aspect of the Services or the Website; or
   14. access and use the Website or the Service for an unlawful purpose or in order to develop, or create, or permit others to develop or create, any product or service competing with the Services.

3. Ownership and Intellectual Property

   1. The Website and the Service are each a proprietary offering of Quidkey, protected under contractual law, copyright laws and international copyright treaties, trade secret law and other intellectual property rights of general applicability. All intellectual property rights related to the Website and Services shall be owned by Quidkey absolutely and in their entirety. The Website and the Services are offered to the Consumer for use and access only in accordance with these Terms and is not sold or licensed in any other way. You acknowledge and agree that all rights, title, and interest, including database rights, patents, copyrights, trademarks (whether registered or unregistered), service marks, trade names, trade secrets, design rights (whether registered or unregistered) know-how, moral rights, and all similar rights that may exist now or later in any jurisdiction, including without limitation any applications and registrations for the foregoing and any goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”), in and to the Website and each of the Services, including all of the content displayed on or accessed via any aspect of the Service or the Website, including, without limitation the Quidkey name, logos, designs, domain names, web designs, text, graphics, icons, scripts, service marks, features, functions, button icons, images, software, data compilations and other distinctive brand features, moving images, sound, illustrations, and the compilation and organization thereof (collectively, “Content”), the computer code, SDKs, application programming interfaces (APIs), modules, widgets, data (including any service data), graphic design, layout and the user interfaces of the Service (collectively with the Content, the “Service Assets”), are and will remain at all times, owned by, controlled by or licensed to, Quidkey. All such Intellectual Property Rights are and will remain the exclusive property of Quidkey and its subsidiaries, affiliates, partners and licensors, and are protected by United States and international laws, including by contractual rights, trademark, copyright, moral rights and other laws relating to intellectual property rights.
   2. Except for your access to and use of the Website and the Service in accordance with these Terms, Quidkey does not grant or assign to the Consumer any other license, right, title, or interest in or to the Website or the Service, or the Intellectual Property Rights. The Website, the Services and the Service Assets may only be used for the intended purpose for which each is being made available. Except as explicitly provided herein, you may not use, copy, duplicate, reproduce, republish, upload, post, transmit, distribute, sell, re-sell, modify or otherwise access or exploit the Website, the Content or any other Service Assets, including the Quidkey trademarks, in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without Quidkey's prior written consent. The use of the Service Assets on any other website is not permitted. The Service and its Content and any other Service Assets, and all related rights shall remain the exclusive property of Quidkey or its licensors.
   3. The Consumer may provide Quidkey with feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, and accuracy of the Service, the Service's compatibility and interoperability, and information or content concerning enhancements, changes, or additions to the Service that the Consumer requests, desires or suggests. The Consumer hereby assigns, without charge, all right, title, and interest in and to such feedback to Quidkey, including the right to make commercial use thereof, for any purpose Quidkey deems appropriate.

4. Disclaimer; Indemnity; Limitation of Liability

   1. Disclaimer. THE SERVICES, AND THE WEBSITE, MATERIALS, PRODUCTS AND THE CONTENT PROVIDED ON, THROUGH, OR IN CONNECTION WITH THE SERVICE OR THE WEBSITE OR OTHERWISE PROVIDED BY US AND ALL OTHER QUIDKEY SERVICES PROVIDED HEREUNDER ARE PROVIDED SOLELY ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. QUIDKEY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THESE TERMS, THE WEBSITE OR THE SERVICE. QUIDKEY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE OR THAT THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO FURTHER CLARIFY, QUIDKEY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS OR RELIABILITY OF THE SERVICE, THE WEBSITE OR ANY INFORMATION QUIDKEY PROVIDES, OR ANY OTHER WARRANTY. THE INFORMATION, MATERIALS, PRODUCTS AND CONTENT PROVIDED ON OR THROUGH THE WEBSITE OR THE SERVICE MAY BE OUT OF DATE, AND NEITHER QUIDKEY NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, PRODUCTS OR CONTENT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM QUIDKEY OR THROUGH QUIDKEY'S WEBSITE, PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
5. Indemnification. You shall defend, indemnify and hold harmless Quidkey and its respective directors, officers, employees, and subcontractors, against any damages, liabilities, losses, costs, expenses and payments, including reasonable attorney's fees and legal expenses, arising from or connected to claims by third parties (including, but not limited to, merchants) related to or in connection with (i) your use of the Services and/or the Website, (ii) your violation of any term or condition of these Terms, (iii) your violation of any third-party rights, including without limitation any right of privacy, publicity rights or intellectual property rights, (iv) your violation of any applicable law or regulation or any country, (v) your negligence, misconduct, recklessness, errors or omissions, and (vi) any other party's access and use of the Service with any of your unique email address, phone number, or other appropriate unique identifiers. Quidkey shall expeditiously notify you of an indemnifiable claim, give you control over the defense and settlement of the indemnifiable claim, and cooperate with you (at your expense) in the defense and settlement of the claim. Each party shall refrain from taking any steps that are reasonably likely to prejudice the other party in connection with the indemnifiable claim.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF QUIDKEY'S INTENTIONAL MISCONDUCT, QUIDKEY, INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AGENTS AND ANYONE ACTING ON ITS BEHALF, WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING FROM, OR IN CONNECTION, WITH THESE TERMS, ANY USE OF, OR THE INABILITY TO USE THE SERVICE, THE SERVICE DATA OR THE WEBSITE, ANY RELIANCE UPON THE WEBSITE, THE SERVICE, ANY PAYMENT PLANS OR OTHER CONSUMER FINANCE PRODUCTS, OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE WEBSITE, THE SERVICE, ANY RELATED SERVICE DATA OR ANY CONSUMER FINANCE PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT IN THE EVENT OF QUIDKEY'S INTENTIONAL MISCONDUCT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE WEBSITE AND THE SERVICES. IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF QUIDLEY AND ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE WEBSITE, THE SERVICE, OR THE SERVICE DATA, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF NET TRANSACTION FEES ACTUALLY RECEIVED BY QUIDKEY IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE PRECEDING 60 DAYS.

1. The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint ventures, or employee of the other.
2. Any information or data contained in or made available through the Services or the Website is provided for informational purposes only and cannot substitute for the services of trained professionals. Quidkey does not give professional advice and is not in the business of providing legal, financial, accounting, taxation or other professional services or advice. Consumer should independently verify and research or obtain independent financial advice from a trusted and competent professional in connection with, any payment solution, Consumer Finance Product, or any information or data contained in or made available through the Services or Website for the purpose of making any financial decisions or otherwise. Quidkey expressly disclaims any liability, whether in contract, tort (including negligence) or otherwise, in respect of any damage, expense or other loss Consumer may suffer arising out of such information or data, or any use of or reliance upon such information or data.

1. Binding Individual Arbitration.

   1. You and Quidkey agree that any and all claims, controversies, or dispute between you and Quidkey, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Quidkey that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship (collectively, “Disputes” and each a “Dispute”), shall be resolved exclusively through arbitration by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can, except that you may assert individual claims in small claims court, if your claims qualify. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS AND NOT AS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
   2. Pre-arbitration dispute resolution. Most concerns can be resolved quickly and to all parties' satisfaction by emailing our support team at support@quidkey.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Quidkey should be sent to 480 NE 31st Street, Unit 1507, Miami, Florida 33137, Attn: General Counsel, with email copy to legal@quidkey.com. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Quidkey do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Quidkey may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made during any pre-arbitration proceedings by Quidkey or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Quidkey is entitled.
   3. Arbitration Procedures. If we are not able to resolve the Dispute by informal negotiation, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the commercial arbitration rules for that forum, except you and Quidkey will have the right to file early for summary dispositive motions and to request that the AAA's Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee.
   4. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, shall apply. The venue of arbitration shall be in Los Angeles, California, United States of America, but the arbitration shall, to the greatest extent possible, be held by videoconference or teleconference, and by written submission. The language of the arbitration shall be the English language and the number of arbitrators shall be one. The Arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party's claim. The Arbitrator's decision and judgment thereon will not have a precedential or collateral estoppel effect.
   5. You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice within thirty (30) days after your first use of the Website or the Service, whichever occurs first. The opt-out notice must be sent to legal@quidkey.com, expressly state your intention to opt out, and include your name, address, phone number and the email address(es) you used to access the Services. This is the only way of opting out of this provision. Opting out will not affect any other aspect of these Terms, or the Services, and will have no effect on any other or future agreements you may reach to arbitrate with us.
   6. Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
2. Governing Law. These Terms, Consumer's use of the Website and Services, and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and laws of the State of Delaware and/or applicable federal law, without regard to the choice of law or conflicts of law principles thereof that would cause the application of the laws of any other jurisdiction. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings arising out of or relating to your use of the Services or these Merchant Terms will be brought, and you hereby consent to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the state of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware State or Federal court within the state of Delaware).
3. Waiver of Jury Trial. SUBJECT TO AND WITHOUT WAIVER OF THE ARBITRATION PROVISIONS ABOVE, YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SERVICE, THE WEBSITE OR THESE TERMS, OR THE ACTIONS OF QUIDKEY IN THE ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. YOU AGREE THAT WE MAY FILE A COPY OF THIS SECTION 8.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BY YOU TO IRREVOCABLY TO WAIVE TRIAL BY JURY.
4. Notwithstanding the foregoing, Quidkey may assert a claim against any user of the Service pursuant to the indemnity in Section ‎5.2, in any court adjudicating a third party claim covered by the indemnity in Section ‎5.2.

1. Privacy. Please review our privacy policy which is available at www.quidkey.com/privacy. By accessing our Website or using our Services, you consent to the practices set forth in our privacy policies.

2. Consent to Electronic Communication.

   1. By accessing the Website or otherwise using the Service, you consent to receiving electronic communications, including electronic notices, from Quidkey. Quidkey may provide all communications in electronic form. These electronic communications may include administrative messages, disclosures, agreements and policies required to use the Website or Services, notices about applicable fees and charges, payment authorizations, transactional information and receipts, and any other information concerning or related to the Service or the Website (collectively, “Communications”). These electronic Communications are part of your relationship with Quidkey. You agree that any notices, agreements, disclosures or other Communications that we send you electronically will satisfy any legal communication requirements, including any requirements under the U.S. Federal Electronic Signatures in Global and National Commerce Act (“ESIGN Act”), the Delaware Uniform Electronic Transactions Act (“DUETA”), or any other similar state laws based on the Uniform Electronic Transactions Act, and any comparable law, regulation or directive in alternative jurisdictions, or any or any other requirements that such communications be in writing.
   2. In order to and retain electronic Communications, you will need the following computer hardware and software: (i) a computer or mobile device with internet or mobile connectivity; (ii) for website-based Communications, a recent web-browser that includes 256-bit encryption, with cookies enabled; (iii) (a) for mobile or application based Communications, a recent device operating system that supports mobile messaging, downloading and applications and (b) the most recent versions of Apple Safari or Google Chrome for iOS or Android OS; and (iv) a valid email address. By consenting to these Terms, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.
   3. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described herein. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must provide and/or confirm your current street address and email address.
   4. It is your responsibility to keep your primary email address up to date so that Quidkey can communicate with you electronically. You understand and agree that if Quidkey sends you an electronic Communication, but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Quidkey will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Quidkey to your email address book so that you will be able to receive the Communications we send to you.
3. Electronic Execution of Assignments and Certain Other Documents. You agree that any document to be signed in connection with your use of the Website, the Service or any transactions contemplated thereby shall be deemed to include electronic signatures, electronic consents and contract formations on electronic platforms approved by Quidkey, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the ESIGN Act, the DUETA, or any other comparable law, regulation or directive in alternative jurisdictions.
4. No Assignment. Unless expressly authorized by Quidkey in writing, these Term, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment shall be null and void.
5. Changes to the Agreement. Quidkey may change these Terms at any time, in our sole discretion. Such updates may be required to enhance our Services, our Website or to comply with applicable law. We will post the updated terms to www.quidkey.com/terms. Consumer use of the Website or Service after such change constitutes its agreement to be bound by these Terms, as they are amended or updated from time to time. Your sole and exclusive remedy in the event you do not accept the Terms as they are amended or updated from time to time is to cease your access to and use of the Services and the Website.
6. Complete Agreement and Severability. These Terms constitute the entire and complete agreement between Quidkey and the Consumer concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations, and representations with respect to the subject matter herein. In the event that any of the provisions in the Terms are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Terms.
7. No Waiver. Any waiver of a provision of these Terms will only be valid if provided in writing and applies only to the specific occurrence so waived. Failure to enforce any provision will not constitute a waiver.