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Account Agreement

This agreement outlines the terms and conditions for using our services and platforms.

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS RELATING TO PAYMENTS AND PURCHASES AND USE OF DIGITAL PURCHASE CARDS AND OFFERS AND ACCOUNT SERVICES FROM IQPAY, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU OR THE ORGANIZATION OR COMPANY ON WHOSE BEHALF YOU ARE ACTING.

THIS AGREEMENT PROVIDES THAT ARBITRATION WILL BE USED TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

  1. ACCEPTANCE OF TERMS. Bridge Purchasing Solutions, Inc., d/b/a iQpay, a Delaware corporation ("iQpay", "our", "us" or "we"), and you ("Client", "you" or "your") enter into this Account Agreement (this "Agreement") as of the date of your acceptance of this agreement and continuing for 12 months thereafter (the "Initial Account Term"). Acceptance of terms will be constituted by selecting that you "Agree" on the respective client onboarding form.
  2. DURATION OF TERM AND RENEWAL. After the Initial Account Term, this agreement shall automatically renew for additional 12-month periods (each, "Renewal Account Terms") with the then current pricing structure, which if changed shall be communicated by iQpay to Customer prior to the Renewal Order Term, unless Customer provides notice of non-renewal to support@iqpay.com or an online method provided by iQpay, no less than thirty (30) days prior to the expiration of the Initial Order or the then-current Renewal Order Term. If a change to the pricing structure (defined in Appendix A: Program Brief) is proposed, iQpay must amend APPENDIX A with the Client.
  3. CLIENT ACCOUNT. We agree to establish a Commercial Account, granting the client access to our commercial platform (the "Site") in the name of Client (the "Online Account"), the use of which this Agreement governs and Client's rights and obligations relating thereto. The Client is responsible for maintaining the accuracy of their account information.
  4. FORM AND USE OF DIGITAL PURCHASE CARDS AND OFFERS. Digital Purchase Cards and Offers, defined as any defined value or benefit delivered to a client constituent via digital card credentials or other available delivery mechanism, purchased and/or authorized via the Site. The defined value may be a specific dollar amount or product. Benefits may be restricted to specific SKUs, product categories, merchant categories, or merchants. The benefit may alternatively be for a specific dollar amount with no restrictions as to where it can be utilized or what it can be used to purchase. Additionally, when available and if necessary, benefits may be delivered via non-digital formats. These non-digital formats are also included in this definition.
  5. AUTHORIZATION OF USERS. Client agrees to identify an associate(s) and/or employee(s) authorized to make purchases on Client's behalf (individually or collectively, "Authorized User"). Orders may be placed directly through the iQpay platform (using the ordering portal made available in the Client's Online Account) or authorized and triggered some other way (file upload, recipient self-registration, API). Client shall be solely responsible for ensuring the security of the authorization process set forth herein and we may rely solely on such authorizations. Client agrees to pay for all purchases made under this Agreement, including any applicable platform fees, administration fees, transaction fees and charges for services or products purchased or acquired under any Digital Purchase Card or Offer, as authorized by Client or any Authorized User.
  6. PAYMENTS; NON-REFUNDABLE. All payments made by Client to iQpay are irrevocably transferred to iQpay free and clear of any liens, claims or other encumbrances, become an asset of iQpay, with a corresponding obligation of iQpay to administer issuances of Digital Purchase Cards and Offers to employees, members, patients, customers, associates or beneficiaries of Client as directed by Client, and are refundable solely at the discretion of iQpay. Funds received by iQpay are not segregated, and are not held in trust, but rather are treated as an asset of iQpay.
  7. INVOICING AND LATE PAYMENTS. iQpay may, in our sole discretion, agree to permit Client to pay for Digital Purchase Cards and Offers and associated Site fees pursuant to an invoice process. Unless otherwise expressly provided in a separate Agreement with Client, iQpay will issue an invoice on or shortly after the date on which the Paid Service or Product is purchased or monthly as appropriate. Unless otherwise communicated, charges are due net 30 days from the invoice date. All payments of invoiced amounts must be made by credit card, check, wire or other electronic transfer to a bank and account number designated by iQpay. Any invoice that remains unpaid after the invoice due date is considered delinquent and will incur a 1.5% per month late fee. Any wire transfer fees or other similar fees incurred on account of the payment method selected (including credit card transaction fees) are the Client's responsibility and may not be deducted from the amount due iQpay.
  8. DEACTIVATION OF CARDS. Digital Purchase Cards and Offers automatically deactivate upon card expiration date. Any remaining card balance previously paid for by client (if card value was pre-paid), shall be credited to the Client's Online Account and may be applied to future invoice payments or purchases of Digital Purchase Cards and Offers.
  9. INACTIVE ACCOUNTS. Any Commercial Account shall be deemed inactive if there are no new cards or offers distributed through it for a period of one year (365 days). Inactive accounts shall be closed and any credit balance on the account at the time of account closure shall be removed from the account and forefeited. Commercial Accounts may be reactivated. The return of any previous credit to that account shall be at iQpay's sole discretion.
  10. USE OF DATA. Commercial Accounts agree (i) not use such Digital Purchase Card transaction data, which is made available on the Site, except solely to the extent necessary to provide the Digital Purchase Cards to members; (ii) not retain or use such Digital Purchase Card transaction data for longer than what is necessary to provide the Digital Purchase Card services to members and, if downloaded from the platform, to securely delete the Digital Purchase Card transaction data at the end of the retention period; and (iii) to comply with applicable data privacy and security laws and protect the Digital Purchase Card transaction data using reasonable technical, administrative and physical safeguards.
  11. PRODUCT RETURNS AT RETAILER. Client agrees that, in the event a purchase made using an iQpay Restricted Payment Card is returned in accordance with the return policy of the dispensing retailer, iQpay shall make every reasonable effort to have that balance returned to the original card. The user of the original Restricted Payment Card may use the returned value on the Restricted Payment Card toward the repurchase of the approved product at that time or some future date up to the expiration date of the original Restricted Payment Card. As each retailer has their own policies and procedures for product returns, iQpay cannot guarantee that funds for returned products will be returned to the original card. iQpay is not alerted to the transaction if a retailer or retailer's representative returns the funds to the card user in some other form (store credit, cash back, etc). Consequently, iQpay shall treat that transaction as a completed purchase. In the event Client is made aware of a product return where the value of the return was not applied to the original card, Client agrees to pursue retrieving the funds directly from the individual ("End User") to whom the Client or Approved User sent the Digital Purchase Card or Offer. iQpay is not responsible for collecting funds, received erroneously or fraudulently through the return of a product, from the card recipient.
  12. TERMINATION.
    1. Termination. Either Party may terminate this Agreement or any Program Brief for cause upon written notice of termination to the other Party if such other Party (i) materially breaches the terms of this Agreement and fails to substantially cure such material breach within thirty (30) days after receipt of written notice of breach; (ii) files for bankruptcy, (iii) becomes or is declared insolvent, (iv) is the subject of any proceedings (not dismissed within 30 days) related to its liquidation, insolvency or the appointment of a receiver or similar officer, (v) makes an assignment for the benefit of all or substantially all of its creditors, (vi) takes any corporate action for its winding-up, dissolution or administration, or (vii) enters into an agreement for the extension or readjustment of substantially all of its obligations. The expiration or termination of this Agreement or any Program Brief shall not terminate any provision which is intended to survive such expiration or termination, including without limitation, rights or obligations of either Party related to a breach occurring prior to the effective date of such termination. The indemnity, confidentiality and privacy provisions of this Agreement shall survive its expiration or termination.
    2. Effect of Termination. Upon the expiration or early termination of this Agreement, iQpay shall cease its performance and delivery of the Services and Client shall pay to iQpay all amounts owed and/or payable for the performance of the Services until and through the date of expiration or termination. Any Digital Purchase Card or Offer previously issued to a Client recipient shall be immediately deactivated and any unused balance shall be removed from the Card or Offer. Additionally, to the extent that any Fees were deferred or due on a monthly and recurring basis, such Fees shall accelerate and become immediately due and payable. Additionally, documentation and materials containing Confidential Information (defined as as any information that is disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, strategies, financial information, customer and supplier information, product designs, marketing plans, trade secrets, technical data, know-how, and any other information that is proprietary or sensitive in nature. Confidential Information does not include information that was known to the Receiving Party prior to disclosure by the Disclosing Party without an obligation of confidentiality, becomes publicly available through no fault of the Receiving Party, is received from a third party without breach of any obligation of confidentiality, or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information) shall be immediately returned to the Party who had disclosed such Confidential Information) shall be immediately returned to the Party who had disclosed such Confidential Information.
    3. Suspension or Termination of Offers. iQpay may, without liability to Client, suspend or terminate the availability or processing of any Offer upon ten (10) days' prior written notice to Client, or, if such Offer has been linked to any conduct that iQpay deems to be illegal or injurious to iQpay or any Program, iQpay may suspend or terminate the availability or processing of an Offer immediately and provide Client written notice of such suspension or termination as soon as commercially reasonable.
  13. DISCLAIMER OF WARRANTIES FOR CARD PURCHASES. We do not manufacture or control any of the products or services offered, sold or delivered by any network provider purchased utilizing an iQpay Digital Purchase Card or Offer. The availability of Digital Purchase Cards and Offers or account services through the Site does not indicate an affiliation with or endorsement of any product or service offered by any network retailer or provider. ACCORDINGLY, IQPAY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR PRODUCTS PURCHASED UTILIZING ANY RESTRICTED PAYMENT CARD, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) WARRANTY OF TITLE, (d) WARRANTY OF STOCK AVAILABILITY OR (e) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  14. LIMITATION OF LIABILITY FOR ACCOUNT SERVICES. IN NO EVENT SHALL IQPAY BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH OUR PROVISION OF ACCOUNT SERVICES TO YOU, REGARDLESS OF (a) WHETHER SUCH DAMAGES WERE FORESEEABLE, (b) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (c) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM MAY BE BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY FOR OUR PROVISION OF ACCOUNT SERVICES TO YOU, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE ACCOUNT SERVICES YOU HAVE PURCHASED THROUGH THE SITE.
  15. GOVERNING LAW. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.
  16. WAIVER OF JURY TRIAL; BINDING ARBITRATION.
    1. YOU AND IQPAY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
    2. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
    3. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures.
    4. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
    5. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
  17. ASSIGNMENT. Client may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of iQpay. Any purported assignment or delegation in violation of this paragraph 15 shall be null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.
  18. NO WAIVERS. The failure by iQpay to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of iQpay.
  19. NO THIRD-PARTY BENEFICIARIES. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than Client.
  20. BINDING EFFECT. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of iQpay and Client and their respective successors and permitted assigns.
  21. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, then that provision will be deemed severed from this Agreement and the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired thereby.
  22. SURVIVAL. All provisions of this Agreement that by their nature or terms should continue in effect after termination or expiration of this Agreement shall survive termination or expiration including.
  23. ENTIRE AGREEMENT. Our order confirmation and this Agreement will be deemed the final and integrated agreement between you and us concerning the matters contained in this Agreement.
  24. NOTICES.
    1. To Client. iQpay may provide any notice to Client under this Agreement by either: (i) sending a message to the email address provided in the Client's Online Account or (ii) by personal delivery, overnight courier or registered or certified mail to the postal address provided in the Client's Online Account. Client may change the email address or U.S. postal address for notices to it solely in the manner provided in the Client's Online Account.
    2. To iQpay. To give us notice under this Agreement, Client must contact us either: (i) by email to support@iqpay.com (ii) by overnight courier or registered or certified mail to Bridge Purchasing Solutions, Inc., 4021 West Walnut Street #1135 Rogers, AR 72756, Attention: COO. iQpay may update the address for notices by posting a notice on the Site.

    Notices provided by email will be effective when the email is sent. Notices provided by overnight courier will be effective one (1) business day after they are accepted by the courier service. Notices provided by registered or certified mail will be effective three (3) business days after they are deposited in the U.S. mail.

  25. ELECTRONIC SIGNATURE.

    Under the Electronic Signatures in Global and National Commerce Act (E-Sign), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when:

    1. iQpay or Client's electronic signature is associated with the Agreement and related documents
    2. iQpay or Client consents and intends to be bound by the Agreement and related documents
    3. the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record)