Quanta Pay Terms of Use

PLEASE READ CAREFULLY BEFORE DOWNLOADING AND/OR USING QUANTA PAY

These Terms and Conditions (“Terms”) constitute a legal agreement between you, the End User, and Quanta PLC (Quanta, us or we) for Quanta Pay, the data supplied with the software, and the associated media (Software).

We grant use of the Software to you on the basis of these Terms. We do not sell the Software to you. We remain the owners of the Software at all times.

We may change the Terms at any time for whatever reason and without notice. Any changes to the Terms will be posted on our website, and your continued use of the Software constitutes acceptance of the updated Terms.

1. SERVICES OVERVIEW
  Quanta has created a software called Quanta Pay (the “Software”). The Software enables a user to create a virtual wallet in the blockchain network, view and send certain specified virtual currencies, tokens and cryptocurrencies (each a “Digital Asset” and collectively, “Digital Assets”) Quanta grants you a license free of charge to use the Software for the purposes described in clause 2.a.; and undertakes to provide you with certain technical support services free of charge in connection with your use of the Software.Information regarding the types of Digital Assets currently supported by the Software can be found on the Website (quantapay.com), as the same may be updated from time to time by Quanta plc in its sole, absolute discretion.
2. IMPORTANT NOTICE TO ALL USERS:
  1. BY DOWNLOADING AND INSTALLING THE Quanta Pay SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS AND FOR YOUR RIGHTS TO BE SUBJECT TO THE PROVISIONS SET OUT THEREIN (INCLUDING IN PARTICULAR BUT WITHOUT LIMITATION, THE LIMITATIONS OF LIABILITY SET OUT IN CLAUSE 10 AND THE NON-EXHAUSTIVE LIST OF RISK ACKNOWLEDGEMENTS DESCRIBED IN SCHEDULE 1).
  2. WE RESERVE THE RIGHT TO MODIFY, AMEND, SUPPLEMENT, REPLACE OR UPDATE THE TERMS OR ANY PART THEREOF, WITH OR WITHOUT PRIOR NOTICE, AT ANY TIME AND IN OUR SOLE, ABSOLUTE DISCRETION. ANY SUCH CHANGES WILL TAKE EFFECT IMMEDIATELY UPON THE UPDATED TERMS BEING POSTED ON THE Quanta Pay WEBSITE. YOUR CONTINUED USE OF THE Quanta Pay SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED TERMS.
  3. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE UNABLE TO ADEQUATELY UNDERSTAND AND / OR ARE OTHERWISE UNABLE TO AGREE TO THE TERMS, WE WILL NOT GRANT YOU ANY LICENCE TO USE THE Quanta Pay SOFTWARE NOR WILL YOU BE ENTITLED TO ACCESS THE SUPPORT SERVICES DESCRIBED IN CLAUSE 2.b.ii. ABOVE, AND ACCORDINGLY, YOU MUST DISCONTINUE THE DOWNLOAD PROCESS IMMEDIATELY.
  4. WE RECOMMEND THAT YOU PRINT AND RETAIN A COPY OF THE TERMS FOR FUTURE REFERENCE.
3. DEVICE SYSTEM REQUIREMENTS
  Smartphone that runs Android V6.0 and above
4. GRANT AND SCOPE OF LICENCE
  1. In consideration of your acceptance of the undertakings set out in the Terms, we hereby grant to you a non-exclusive, non-transferable license to use the Quanta Pay Software for the purposes set out in clause 2.a (the “Quanta Pay License”).
  2. You may:
    1. Download, install and use the Quanta Pay Software for your personal purposes only;
    2. Receive and use any free supplementary software code or update of the Quanta Pay Software incorporating “patches” and corrections of errors as may be provided by us from time to time.
5. LICENCE USE RESTRICTIONS
  1. Except as expressly set out in the Terms or as permitted by applicable law, you undertake:
    1. Not to copy the Quanta Pay Software except where such copying is incidental to normal use of the Quanta Pay Software, or where it is necessary for the purpose of backup or operational security;
    2. Not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Quanta Pay Software;
    3. Not to make alterations to, or modifications of, the whole or any part of the Quanta Pay Software, nor permit the Quanta Pay Software or any part of it to be combined with, or become incorporated in, any other programs;
    4. Not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Quanta Pay Software nor attempt to do any such thing;
    5. To keep all copies of the Quanta Pay Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Quanta Pay Software;
    6. To include our copyright notice on all entire and partial copies you make of the Quanta Pay Software on any medium;
    7. Not to provide or otherwise make available the Quanta Pay Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person; and
    8. To comply with all applicable technology control or export laws and regulations.
6. INTELLECTUAL PROPERTY RIGHTS
  1. You acknowledge that all intellectual property rights in the Quanta Pay Software and any related documentation belong to us anywhere in the world, that the rights in the Quanta Pay Software are licensed (and not sold) to you, and that you have no rights in, or to, the Quanta Pay Software or any related documentation other than the right to use them in accordance with the Terms.
  2. You acknowledge that you have no right to have access to the Quanta Pay Software in source code form.
7. YOUR REPRESENTATIONS AND WARRANTIES
  1. You represent and warrant on the date of accepting the Terms (which representations and warranties will be deemed repeated on each date on which the Terms are in effect) the following:
    1. You are a person of a legal age to enter into and be bound by the Terms in your jurisdiction.
    2. You have a sufficient technical understanding of Digital Assets, public network blockchain protocols, Digital Asset storage mechanisms and blockchain technology in general to understand the Terms and to appreciate the risks and implications of acquiring, using, holding or subsequently disposing of Digital Assets through your local copy of the Quanta Pay Software;
    3. You are solely responsible for your Digital Assets and for maintaining adequate security and recovery measures for the private keys controlling the use and transfer of such assets.
    4. If you choose, or you are provided with, a user identification code, passphrase, security code, password or any other piece of information (each, a “Security Code” , and collectively, the “Security Codes”) as part of our security procedures, you will treat any such Security Codes as confidential and will utilize appropriate safeguards to minimize the risk of their unauthorized disclosure to third parties.
    5. You will comply with Quanta’s recommendation to maintain appropriate and adequate backups of any and all Security Codes.
    6. You understand and acknowledge that:
      - Quanta does not have access to any private keys or Security Codes associated with your Digital Assets, as all such information is stored locally in your local copy of the Quanta Pay Software; and
      - Accordingly, if you lose any such information, we will not be able to assist you in its retrieval and you may permanently lose access to your Digital Assets as a result.
    7. You will carefully review the current list of Digital Assets supported by the Quanta Pay Software before using your copy of such software to engage in any transactions;
    8. You will ensure that any device that you use to operate the Quanta Pay Software is fully updated and does not contain viruses, malware or otherwise malicious software;
    9. Your use of the Quanta Pay Software complies with all applicable laws and regulations;
    10. You will not use the Quanta Pay Software in a manner that is likely to interfere with other Quanta Pay Software users or servers.
8. DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNITY
  1. All exclusions in this clause shall apply to the fullest extent permissible at law.
  2. The Quanta Pay Software is provided to you on an “as is” basis. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this agreement.
  3. We do not warrant that the functions contained in the Quanta Pay Software will be uninterrupted or error free, that defects will be corrected or that the Quanta Pay Software is free of viruses, worms, Trojan horses, bugs or similarly harmful devices, or that your use of the Quanta Pay Software will provide specific results.
  4. Although the Quanta Pay Software enables you to send instructions for the transfer of Digital Assets to the relevant blockchain networks, Quanta plc is not the creator of and has no control over any such networks. Accordingly, we offer no warranty or guarantee that any Digital Asset transaction that you purport to execute using your copy of the Quanta Pay Software will be confirmed and recorded on the relevant blockchain, whether during a reasonable timeframe or at all.
  5. We will not be liable or responsible for any act or event beyond our control, including without limitation the non-exhaustive list of risk acknowledgements set out in this document.
  6. We shall assume no responsibility and will not be liable or responsible for any loss or damage that may be incurred due to:
    1. The failed recovery of any wallet hosted by the Quanta Pay Software;
    2. Any failure to accurately record any Security Code;
    3. Any loss of data;
    4. Any erroneous transmission of any Digital Assets;
    5. Any transaction fees required by the relevant Digital Asset blockchain network in order to confirm any Digital Asset transaction executed via your copy of the Quanta Pay Software;
    6. Any inappropriate setting of transaction fees, or any delays or failures in any Digital Asset transaction executed via your copy of the Quanta Pay Software being recorded and confirmed on the relevant blockchain due to the inappropriate setting of transaction fees;
    7. The loss of any Security Code;
    8. Any leaking of any Security Code to third parties;
    9. Any hacking of your copy of the Quanta Pay Software by third parties and any unauthorised access of the services listed in clause 2.a. by such third parties, including any theft of your Digital Assets;
    10. Any operating system failures;
    11. Any unintended interactions between your hardware, software and the Quanta Pay Software; and,
    12. Any malware, viruses or other malicious software on your device that is able to take control of or compromise the operation of the Quanta Pay Software;
    13. Any communication delays between your copy of the Quanta Pay Software and a node or relay service for a Digital Asset (and vice versa); and
    14. Any failure to achieve a particular market value or price for the purchase or sale of a Digital Asset due to any delays or failure in the operation of the Quanta Pay Software or of any integrated third party services accessible thereby.
  7. We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), including but not limited to:
    1. Special damage;
    2. Loss of profits;
    3. Loss of anticipated savings;
    4. Loss of business opportunity;
    5. Loss of goodwill;
    6. Loss of, or damage to (including corruption of), data, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise.
  8. You shall comply with the Terms and shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach of the Terms.
  9. You assume all costs if your use of the Quanta Pay Software results in the need for servicing, repair or correction of equipment, software or data.
9. TERMINATION
  1. We may terminate the Terms and / or the Quanta Pay License immediately at any time for whatever reason.
  2. Upon such termination:
    1. All rights granted to you under the Quanta Pay License shall cease;
    2. You must immediately cease all activities authorized by the Quanta Pay License; and
    3. You must immediately delete or remove the Quanta Pay Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Quanta Pay Software and any related documentation in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
10. TECHNICAL SUPPORT
  Any technical support queries you may have regarding the Quanta Pay Software may be directed to the helpdesk maintained by Quanta, which can be contacted via email at [email protected]
11. OTHER IMPORTANT TERMS
  1. We may transfer our rights and obligations under the Terms to another organization, but this will not affect your rights or our obligations under the Terms.
  2. You may not transfer your rights or your obligations under the Terms to another person.
  3. The Terms constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms.
  4. If we fail to insist that you perform any of your obligations under the Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
  5. Each of the conditions of the Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
  6. The Terms, and any dispute or claim arising out of or in connection with them or their subject matter or their formation (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Isle of Man. You hereby irrevocably agree that the courts of the Isle of Man shall have exclusive jurisdiction to settle any such disputes or claims.
  7. If the Terms are translated into any language other than English, the English language version shall prevail.

# SCHEDULE 1: ACKNOWLEDGEMENT OF CERTAIN RISKS IN RELATION TO YOUR USE OF THE Quanta Pay SOFTWARE

BY ACCEPTING THE TERMS AND USING THE Quanta Pay SOFTWARE, YOU EXPRESSLY ACKNOWLEDGE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ASSUME SOLE RESPONSIBILITY FOR THE FOLLOWING RISKS (WHICH FOR THE AVOIDANCE OF DOUBT ARE NOT INTENDED TO BE EXHAUSTIVE AND ARE PROVIDED HERE FOR GUIDANCE ONLY):

Digital Assets. Digital Assets including virtual currencies are not backed by governments or central banks. They are not protected by government deposit protection schemes. Digital Assets may be extremely volatile. Digital Asset technology is extremely nascent and unproven. Digital Asset software and providers are regularly subject to hacking attempts resulting in loss of funds. For further details of risks in relation to virtual currencies, we would recommend that you read the EBA warning accessible [here](https://www.eba.europa.eu/-/eba-warns-consumers-on-virtual-currencies)
Protocol failure. A Digital Asset protocol may fail resulting in total loss of Digital Assets held by users.
Disasters. Disasters may damage Digital Asset systems resulting in loss of Digital Assets held by users.