Qipt Terms of Service

Updated on: June 1, 2023

PLEASE READ THESE TERMS AND USE CAREFULLY.  BY ACCESSING OUR SITES OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE.  IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR SERVICES AND MUST DISCONTINUE YOUR USE OF THE SITES AND SERVICES.

These Terms of Service (the “Terms of Service”) govern your use of the website located at the URL: getqipt.com and all other associated websites and subdomains provided by Qipt Technologies, Inc. and its affiliates (“Qipt”, “we” or “us”) whether accessed via computer, mobile device or otherwise (individually and collectively, the “Sites,”) as well as any products and services made available through the Sites (the Sites, and the products and services, collectively referred to as the “Services”).

AGREEMENT TO ARBITRATE.  You understand that these Terms of Service contain an agreement to arbitrate Disputes (as defined below) and you agree to such arbitration provision as well as the included jury trial and class action waiver.  See Section 15 for more detail.

AGREEMENT TO ARBITRATE.  You understand that these Terms of Service contain an agreement to arbitrate Disputes (as defined below) and you agree to such arbitration provision as well as the included jury trial and class action waiver.  See Section 15 for more detail.

These Terms of Service set forth the legally binding terms and conditions that govern your use of the service.  By accessing and/or browsing the Services, you are accepting these Terms of Service (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service on behalf of the business entity you represent.  You may not access or use the Sites or Services or accept these Terms of Service if (a) you are not of legal age to form a binding contract with Qipt; (b) you are prohibited by law from receiving or using the service; or (c) you are not a U.S. resident.  If you do not agree with all of the provisions of these Terms of Service, do not access and/or use the Sites or Services.

Qipt reserves the right to amend these Terms of Service from time to time.  Qipt will post notice of any amendment on the Sites before they become effective.  All changes shall be effective upon posting.  If we make material changes to these Terms of Service, we will provide you notice of such changes before them become effective.   We will date the terms with the last day of revision.  If you do not agree to the updates we make, please cancel your Account and stop using the Services before the updated Terms become effective.  Your continued use of the Services after any change to these Terms of Service constitutes your agreement to be bound by any such changes.  Qipt may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability.

- “Account Information” means information about accounts you maintain at third party websites, including, as applicable, your accounts at any financial institution, as provided by you to Qipt.

- “Affiliate” means, with respect to a party, any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such party.

- “Applicable Law” means all federal and state laws, including regulations, applicable to the activities and obligations contemplated under these Terms of Service, including without limitation the federal Truth-in-Lending Act, Equal Credit Opportunity Act, CAN-SPAM Act and all applicable state licensing, credit and privacy laws, as the same may be amended and in effect from time to time.

- “Business Day” means any day (other than a Saturday, Sunday or legal holiday) on which federally insured financial institutions in New York, New York are permitted to be open to conduct substantially all of their business.

- “Funding Provider” means third party lenders and other financing providers with whom Qipt engages to offer financing options to its customers.

Access to the Services.  To access the Services, you will be required to provide Qipt with information about yourself and the business. This may include your name, mailing address, and email address as well as business name, taxpayer identification number, and address, amount and intended purpose of funding sought, Account Information, certain financial information regarding the business, and certain information regarding the business owner, each as may be prompted by any registration forms available through the Services or as otherwise requested by Qipt (“Profile Information”).

Account Creation and Responsibilities. For added functionality, you may be required to create an account with Qipt (a “Qipt Account“).  This process will include creation of a login ID and password to access the Services. You are responsible for maintaining the confidentiality of your Account login ID and password and all activities that occur under your Account, regardless of whether such activity was authorized by you and including the activities of Authorized Persons (as defined below).  Should you believe or have reason to believe that any of your Profile Information, including your Qipt Account password, has been compromised, or that another person is accessing your Qipt Account through some other means, you agree to notify us as soon as possible at customersupport@getqipt.com. Qipt cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. 

Accurate, Current and Complete Information. You agree to provide accurate, current and complete Profile Information when you first access the Services and to promptly update all your Profile Information or Account Information whenever the information provided to us is no longer accurate.  To update your Profile Information, you may create or log into your Qipt Account and update your Profile Information through the options listed.  You may delete your Account at any time, for any reason, by following the instructions provided through the Services.  If you need help changing your information, please email us at customersupport@getqipt.com.

Our Use of the Account Information.  We are not responsible for any payment processing errors or fees or other Services-related issues arising from your failure to keep your Profile Information current.  If we determine, in our sole discretion, that you have failed to maintain current and accurate Profile Information or Account Information, we may suspend or terminate your access to the Sites and Service.

You represent that you are accessing the Services on behalf of a business, for business purposes and that you are authorized by the business entity to enter into an agreement with us to receive the Services.

Qipt may enable functionality that allows you to designate another person to execute loan agreements or other contracts that may be made available through the Services (each, an “Authorized Person”).  You represent and warrant that each Authorized Person act on behalf of, and bind, the business entity that you represent.  

In order to use certain Services, Qipt may be required to verify your identity and that of any other Authorized Person and the business that you represent.  You authorize us to make any inquiries we consider necessary to validate your identity.  If you do not respond to such inquiries or we cannot verify your identity or that of your business, we can refuse to allow you to use the Services.

By utilizing the Services, you agree that we, our affiliates or any of our third party service providers, may send you communications, notices, agreements, or disclosures (“Communications”) electronically by email, text, or telephone, sending mobile push notification or using any other method of communication permitted by law.  Such Communications will be provided to any phone number or email address you provide to us or we will make such Communications accessible via the Services. All Communications provided electronically will be considered to have been provided “in writing.” You represent that you are permitted to receive calls and text messages at the telephone number provided.  You are responsible for keeping your Profile Information updated and you agree that if we send you a Communication but you do not receive it because your information is incorrect or out-of-date, we will have met any requirement to provide the Communication to you.  You acknowledge that you may receive marketing or promotional Communications via email. You may opt out of receiving any such promotional email Communications we send to you by following the unsubscribe options on such emails. You agree that Qipt, its agents, representatives, and affiliates, and anyone calling on Qipt’s behalf may use such means of communication described in this section even if Seller will incur costs to receive such phone messages, text messages, e-mails or other means.

The Services are protected by United States and international copyright and trademark laws and other applicable intellectual property laws, and together with any material made available for download, any content, files, code, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the Services (collectively, the “Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved, in writing, by Qipt.  You may not frame or utilize framing techniques to enclose, or deep link to, our names, trademarks, service marks, logos, Content or other proprietary information without our express written consent.  You are authorized solely to view and retain a copy of the pages of the Site for your own personal, non-commercial use.  Additionally, you agree that you will not (i) remove or alter trademark or other proprietary notice, or legend displayed on the Services (or printed pages produced from the Site); or (ii) make any other modifications to any documents obtained from the Services other than in connection with completing information required to transact business with Qipt.

You agree to Qipt’s Privacy Policy (available at https://www.getqipt.com/qipt-privacy-policy (“Privacy Policy”).  The Privacy Policy describes how we collect, use, and disclose information provided by you.  By using the Services, you agree to, and are bound by, the terms of the Privacy Policy.

The Service may contain links to third-party websites, services, products and applications for third parties (collectively, “Third-party Links and Applications”).  Such Third-party Links and Applications are not under the control of Qipt, and Qipt is not responsible for any Third-party Links and Applications.  Qipt provides access to these Third-party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-party Links and Applications.  You use all Third-party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so.  When you click on any of the Third-party Links and Applications, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-party Links & Applications.

You agree to use the Services only for lawful purposes.  You are prohibited from any use of the Services that would constitute a violation of any Applicable Law or that could give rise to any civil or criminal liability.  Any unauthorized use of the Services, including but not limited to unauthorized entry into Qipt’s systems, misuse of passwords, or misuse of any information posted on through the Services is strictly prohibited.  Qipt makes no claims concerning whether use of the Services is appropriate outside of the United States.  If you access the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

You agree you will not (1) try to reverse engineer, disassemble, decompile, or decipher the Services or software making up the Services, (2) navigate or search the Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), (3) use a means other than Qipt’s provided interface to access the Services, (4) use the Services in a way that could impair, overburden, damage, or disable any portion of the Services, or (5) mirror any material contained on the Services.

Qipt reserves the right to take various actions against you if we believe you have engaged in activities restricted by these Terms of Service or Applicable Law, and Qipt also reserves the right to take action to protect Qipt, other users, and other third parties from any liability, fees, fines, or penalties.  We make take actions including, but not limited to: (1) updating information you have provided to us so that it is accurate, (2) limiting or completely closing your access to the Services, (3) suspending or terminating your ability to use the Services on an ongoing basis, (4) taking legal action against you, and (5) holding you liable for the amount of Qipt’s damages caused by your violation of these Terms of Service.

You agree to release, indemnify, and hold harmless Qipt and its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or alleged use of the Services; (b) your violation of these Terms of Service or any representation, warranty, or agreements referenced herein; (c) your violation of any rights of a third party including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (d) your interaction with any Funding Provider; (e) your violation of any Applicable Law; (g) the violation of any Applicable Law by a Funding Provider; (h) any harm to your business suffered as a result of obtaining or not obtaining financing through the Services; or (i) your failure to provide and maintain true, accurate, current and complete Profile Information, Account Information or other information requested by Qipt.

NO CONSEQUENTIAL DAMAGES.  YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER QIPT NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (THE “QIPT PARTIES”) WILL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, PUNITIVE, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING FOR EXAMPLE, LOSS OF GOODWILL, DATA, REVENUE, PROFITS, SAVINGS, USE OR ECONOMIC ADVANTAGE), OR CLAIMS OF THIRD PARTIES ARISING OUT OF, OR RELATING TO, YOUR USE OF, ACCESS TO, OR INABILITY TO USE OR ACCESS, THE SERVICES, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY, OR OTHERWISE AND YOU HEREBY WAIVE ANY AND ALL RELATED CLAIMS AGAINST QIPT AND ITS AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS.

TOTAL LIABILITY.  IN NO EVENT WILL THE QIPT PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED USD $500 (FIVE HUNDRED UNITED STATES DOLLARS).  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

NO WARRANTIES.  EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND QIPT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITES AND THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, AND/OR FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

NO ADVICE OR INFORMATION PROVIDED BY QIPT SHALL CONSTITUTE ANY WARRANTY WITH RESPECT TO YOUR USE OF THE SERVICES.  QIPT DOES NOT GUARANTEE OR ASSUME ANY RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY ANY THIRD-PARTY INCLUDING ANY FUNDING PROVIDER.  QIPT MAKES NO GUARANTEE AS TO THE NUMBER OF FUNDING PROVIDERS WITH WHOM YOU MAY BE MATCHED USING THE SERVICE, NOR DOES QIPT GUARANTEE THAT YOU WILL BE ABLE TO OBTAIN BUSINESS FUNDING IN ANY AMOUNT USING THE SERVICES, INCLUDING FROM ANY FUNDING PROVIDER FOR WHOM YOUR VERIFIED INFORMATION PROVISIONALLY PREQUALIFIES YOU FOR SUCH FUNDING.

The above is hereby disclaimed in each case to the maximum extent permitted by Applicable Law.

Neither Qipt nor the Services are intended to provide legal, tax, or financial advice.  Qipt is not a financial or tax planner, and does not offer legal advice to any user of the Services.  Although the Services may provide data, information, or content relating to informational services for U.S. based small business owners, you should not construe any such content as tax, legal, or financial, advice.

General.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Qipt and limits the manner in which you can seek relief from us.  It is part of your contract with Qipt and affects your rights.

CLASS ACTION WAIVER.  ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED.  YOU AND QIPT WAIVE ANY RIGHT TO HAVE ITS CASE DECIDED BY A JURY AND WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST THE OTHER PARTY.

Cooperation to Resolve Disputes.  Before an arbitration is commenced, you and Qipt agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. You shall cooperate and attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Rules or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (a “Dispute”) promptly by negotiating between persons who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration and performance of the provisions or obligations of these Rules that are the subject of the Dispute.  If you and Qipt cannot resolve the Dispute within sixty (60) calendar days, either you or Qipt may commence arbitration.  You and Qipt agree that state courts in the City and County of New York, New York, or federal court for the Southern District of New York, may enter injunctive relief to enforce the pre-arbitration filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

Scope of Arbitration.  If the parties are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (“AAA”) according to the Commercial Dispute Resolution Procedures of the AAA as modified by these Terms of Service.  The AAA Rules and filing forms are available online at www.adr.org.  Except as set forth below, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether this Arbitration Agreement (or any aspect thereof) is enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.  The arbitrator shall be authorized to award any remedies that would be available to either party in an individual lawsuit and that are not waivable under applicable law.

Small Claims Court.  Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis.  If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court.  At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

Arbitration Procedures.  The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies.  The place of arbitration shall be New York, New York unless the Parties shall have agreed to another location within 15 days from the first referral of the Dispute to AAA, or, if both parties agree, by telephone or videoconference.  The arbitral award shall be final and binding.  The party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee.  The Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived.  Each Party retains the right to seek judicial assistance: (1) to compel arbitration, (2) to obtain interim measures of protection prior to or pending arbitration, (3) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, and (4) to enforce any decision of the arbitrator, including the final award.

Confidentiality of Proceedings.  The arbitration proceedings contemplated by this subsection shall be as confidential and private as permitted by Applicable Law.  To that end, the Parties shall not disclose the existence, content or results of any proceedings conducted in accordance with this subsection, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by any laws or regulations.

Court Proceedings.  Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in, and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of New York, New York or federal court for the Southern District of New York.

Arbitration Procedures.  The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies.  The place of arbitration shall be New York, New York unless the Parties shall have agreed to another location within 15 days from the first referral of the Dispute to AAA, or, if both parties agree, by telephone or videoconference.  The arbitral award shall be final and binding.  The party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee.  The Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived.  Each Party retains the right to seek judicial assistance: (1) to compel arbitration, (2) to obtain interim measures of protection prior to or pending arbitration, (3) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, and (4) to enforce any decision of the arbitrator, including the final award.

Waiver.  The failure of Qipt to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Qipt in writing.  No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, whether of similar or different nature, unless expressly so stated in writing.  Qipt’s rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Qipt would otherwise have.

Governing Law.  These Terms of Service and all other aspects of your use of the Sites or the Services shall be governed by, and all Disputes shall be resolved in accordance with, the Federal Arbitration Act, as set forth above, and by the laws of the State of New York, United States of America without regard to its conflicts of law rules.

Severability.  If any provision of these Terms of Service (or any portion thereof) is determined to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision and the remaining provisions of these Terms of Service shall not be affected thereby and shall be binding upon the parties and shall remain in full force and effect.

Miscellaneous.  These Terms of Service are the entire understanding and agreement between you and Qipt.  These Terms of Service supersede any previous agreement to which you and Qipt may have been bound.  These Terms of Service will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.  Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Service.  You may not assign or transfer these Terms of Service or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent.  We may assign these Terms of Service or any of our rights or obligations under these Terms of Service at any time without notice.  All rights not expressly granted herein are hereby reserved.  Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Contact Information.  If you have questions regarding these Terms of Service or the Services, please contact us by email at customersupport@getqipt.com.