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QNULLA TERMS AND CONDITIONS

Effective Date: September 8, 2026 Last Updated: September 8, 2026

Version 4.0

These Terms and Conditions (“Terms”) are a legal agreement between you (“Consumer,” “you,” or “your”) and BPS Digitals US Inc., a Michigan corporation doing business as QNulla (“QNulla,” “we,” “us,” or “our”).

These Terms govern your access to and use of the QNulla website, mobile application, QNulla Network, permissioned blockchain infrastructure, payment functionality, account services, Dispute Center, and related products and services (collectively, the “QNulla Platform”).

PLEASE READ THESE TERMS CAREFULLY. BY CREATING A QNULLA ACCOUNT, CLICKING OR TAPPING “ACCEPT,” OR OTHERWISE ACCESSING OR USING THE QNULLA PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE QNULLA PLATFORM.

Your participation may also be governed by the QNulla Consumer Credit Account Agreement, the credit agreement and disclosures provided by your Issuer, the QNulla Privacy Policy and GLBA Privacy Notice, the QNulla Network Operating Rules as applicable to consumers, and any additional disclosures or authorizations presented to you in connection with a particular service.

1. WHAT QNULLA IS

QNulla operates a proprietary, permissioned blockchain-based payment infrastructure that enables eligible consumers to obtain and use revolving credit lines issued by participating financial institutions to purchase goods and services from participating QNulla Merchant Partners.

QNulla is the operator of the QNulla Platform and QNulla Network. QNulla is not your lender.

Your QNulla Credit Line is underwritten and issued by a participating financial institution (the “Issuer”). The Issuer remains the lender of record and holder of your credit account.

The Issuer has full and exclusive authority over credit underwriting decisions and is responsible for establishing and administering the substantive terms of your Credit Line.

QNulla does not purchase, own, guarantee, or assume your Credit Line or your repayment obligations to the Issuer.

QNulla operates and supports the technology and Network infrastructure through which your Credit Line may be accessed and used, including:

  • the QNulla consumer application;
  • the QNulla permissioned blockchain;
  • NFLOW functionality;
  • consumer onboarding;
  • identity-verification functionality;
  • financial-account connectivity;
  • Merchant transaction functionality;
  • transaction authentication and recording;
  • repayment-processing infrastructure;
  • fraud and risk controls; and
  • the QNulla Dispute Center.

The Issuer bears the credit risk associated with the Credit Line and retains responsibility for matters assigned to it under your applicable Issuer credit agreement and applicable law.

2. NFLOW AND YOUR QNULLA CREDIT LINE

Your QNulla Credit Line operates within the QNulla Network through NFLOW.

NFLOW is a dollar-denominated credit instrument used to represent available and outstanding revolving credit on the QNulla Network.

One NFLOW unit represents one U.S. dollar of credit.

NFLOW is not cryptocurrency, a token, coin, currency, stored-value product, prepaid product, deposit account, investment, or transferable digital asset.

NFLOW may exist in two states:

NFLOW Available represents the portion of your approved revolving Credit Line that is currently available for eligible purchases.

NFLOW Active represents credit that has been used and remains outstanding pending repayment.

When you make an eligible purchase, your NFLOW Available balance decreases and your outstanding balance increases.

When principal is repaid, the corresponding amount of available revolving credit may be restored, subject to the status and terms of your Credit Line.

NFLOW may not be:

  • withdrawn as cash;
  • redeemed by you for cash;
  • transferred to another consumer;
  • used for person-to-person transfers;
  • traded;
  • purchased for investment purposes;
  • sold on an exchange;
  • used as cryptocurrency; or
  • used outside authorized QNulla Network functionality.

3. ELIGIBILITY

To participate as a QNulla Consumer, you must:

  • be a natural person;
  • be at least 18 years old;
  • be a United States resident;
  • possess a valid Social Security Number or Individual Taxpayer Identification Number, as applicable;
  • provide accurate, complete, and truthful information;
  • successfully complete required QNulla identity-verification and compliance procedures;
  • maintain an eligible linked external U.S. bank account;
  • satisfy the applicable Issuer's eligibility and account-opening requirements;
  • complete the Issuer's credit-underwriting process;
  • receive Credit Line approval from the Issuer;
  • accept the agreements and disclosures applicable to your Credit Line; and
  • satisfy any other requirements imposed by applicable law or the QNulla Network.

QNulla's completion or facilitation of onboarding does not constitute a commitment by QNulla or any Issuer to approve you for credit.

4. IDENTITY VERIFICATION

Before you may obtain or activate a QNulla Credit Line, you must complete QNulla's identity-verification process.

QNulla uses Plaid Identity Verification and may use other authorized providers to perform identity, fraud, sanctions, KYC, and AML verification.

Verification may include:

  • government-issued identification verification;
  • biometric liveness verification;
  • facial or photographic verification;
  • address verification;
  • sanctions and OFAC screening;
  • anti-money laundering screening; and
  • fraud and risk analysis.

You agree to provide accurate, current, complete, and truthful information.

Providing false, fraudulent, misleading, or materially incomplete information may result in denial, restriction, suspension, or termination of your access to the QNulla Platform and may be reported to appropriate authorities where required or permitted by law.

Where required by applicable law, biometric information will not be collected until you have been presented with and provided any required consent under QNulla's Biometric Information Notice and Consent.

QNulla's handling of personal and biometric information is described in the QNulla Privacy Policy and GLBA Privacy Notice.

5. CREDIT APPLICATION AND UNDERWRITING

After required onboarding steps are completed, information necessary to process your Credit Line application may be transmitted to the applicable Issuer.

The Issuer, not QNulla, makes the credit decision.

The Issuer has full and exclusive authority to:

  • approve or deny your application;
  • establish your Credit Line amount;
  • establish your annual percentage rate;
  • determine applicable credit terms;
  • administer your credit account;
  • determine delinquency or default;
  • modify your Credit Line where permitted by your agreement and applicable law;
  • conduct collection activity;
  • furnish information to consumer reporting agencies where permitted; and
  • take other actions within the Issuer's authority as lender of record.

The Issuer may obtain a consumer report from Experian, Equifax, TransUnion, or another consumer reporting agency where permitted by applicable law.

A credit inquiry may affect your credit score.

Your specific APR, credit limit, interest calculations, minimum-payment requirements, payment due dates, late-payment provisions, default provisions, and other substantive credit terms are governed by the applicable agreement and disclosures provided or approved by your Issuer.

6. ISSUER CREDIT AGREEMENT

Your Credit Line is subject to a credit agreement and applicable disclosures provided by your Issuer (“Issuer Credit Agreement”).

The Issuer Credit Agreement governs your credit relationship with the Issuer, including matters such as:

  • APR;
  • interest;
  • credit limit;
  • billing;
  • minimum payments;
  • payment due dates;
  • late payments;
  • default;
  • credit reporting;
  • collection;
  • changes to credit terms; and
  • other substantive lending terms.

If these Terms conflict with the Issuer Credit Agreement concerning a substantive credit term or lending obligation, the Issuer Credit Agreement controls with respect to that matter.

Nothing in these Terms makes QNulla the lender or transfers the Issuer's lending obligations to QNulla.

7. ISSUER DEPOSIT ACCOUNT

As a condition of obtaining and maintaining a QNulla Credit Line, your Issuer may require you to open and maintain an active deposit account with the Issuer.

The Issuer deposit account is provided by the Issuer, not QNulla.

QNulla may facilitate or integrate the Issuer's account-opening process into QNulla onboarding.

The Issuer is responsible for its deposit-account opening, servicing, disclosures, regulatory requirements, and account terms.

The Issuer deposit account is separate from the external bank account connected through Plaid as described below.

8. PLAID AND YOUR EXTERNAL BANK ACCOUNT

In addition to any account required by the Issuer, you must connect and maintain an eligible external U.S. bank account through QNulla's bank-account verification process.

QNulla uses Plaid Inc. (“Plaid”) to provide financial-account connectivity and verification.

The verified external bank account serves as a requirement for Credit Line activation and continued spending eligibility and may be used to originate repayments.

Your external bank account may be maintained at a financial institution different from your Issuer.

When you connect an account through Plaid, you may be presented with Plaid Link or another Plaid interface through which you select your financial institution, authenticate, and select the account you wish to connect.

By choosing to connect an account through Plaid, you authorize Plaid, your selected financial institution, and QNulla to exchange information necessary to establish, verify, and maintain the connection and provide the QNulla functionality requested by you.

Depending on the connection method, authentication may occur through Plaid or directly with your financial institution.

QNulla does not receive or store your online-banking password merely because you enter your credentials through Plaid or your financial institution's authentication interface.

QNulla may receive financial-account information, verification results, account identifiers, tokens, account and routing information, and other information necessary to maintain the authorized account connection and provide the applicable QNulla services.

Plaid independently processes information according to its own legal terms and privacy practices.

Plaid's End User Privacy Policy is available here:

Plaid End User Privacy Policy

Plaid's End User Services Agreement for U.S. users is also available through Plaid's Legal page.

By using Plaid functionality through QNulla, you acknowledge that Plaid's applicable terms and privacy practices may separately apply to Plaid's provision of its services.

QNulla's use and handling of information received through Plaid is governed by the QNulla Privacy Policy and GLBA Privacy Notice.

9. BANK-ACCOUNT LINKAGE REQUIREMENT

A valid linked external bank account is a continuing requirement of QNulla Credit Line functionality.

Your Credit Line will not be available for QNulla Network purchases until required bank-account verification has been completed.

If your linked account is:

  • disconnected;
  • closed;
  • invalid;
  • no longer eligible;
  • unable to be verified; or
  • otherwise unavailable,

QNulla may suspend new Credit Line transactions until an eligible external bank account is linked and verified again.

You are responsible for maintaining accurate and current linked-account information.

10. USING YOUR QNULLA CREDIT LINE

Once your Credit Line is approved and activated, you may use your NFLOW Available balance to make eligible purchases from participating QNulla Merchant Partners.

Transactions may be initiated through:

  • the QNulla mobile application;
  • QNulla-enabled point-of-sale functionality;
  • QNulla-integrated ecommerce checkout;
  • approved Merchant integrations; or
  • other QNulla-enabled transaction methods made available from time to time.

Each transaction requires:

  • an active QNulla Consumer account;
  • an active Credit Line;
  • sufficient NFLOW Available to cover the transaction;
  • a participating and authorized Merchant Partner; and
  • successful Consumer authentication.

Your Credit Line is intended for purchases of eligible goods and services for personal, family, or household purposes.

It is not a cash-advance account or person-to-person money-transfer facility.

11. TRANSACTION AUTHORIZATION

When you authenticate and approve a QNulla transaction, you authorize the QNulla Platform to process and record that transaction against your available Credit Line.

You are responsible for reviewing transaction information before authorization, including the Merchant and transaction amount.

Once a transaction is confirmed on the QNulla Network, your NFLOW Available balance is reduced accordingly.

You may not knowingly authorize a transaction that is fraudulent, fictitious, unlawful, or otherwise prohibited under these Terms or applicable law.

12. PERMISSIONED BLOCKCHAIN

QNulla operates a proprietary permissioned blockchain.

Unlike a public blockchain, participation in the QNulla blockchain is restricted to authorized nodes operated by or on behalf of QNulla.

QNulla uses cryptographic authentication and distributed-ledger infrastructure to create authenticated transaction records.

Transactions recorded on the QNulla permissioned blockchain are designed to create a permanent and auditable record of activity conducted through the Network.

13. TRANSACTION IMMUTABILITY

Once a QNulla transaction is confirmed on the permissioned blockchain, the original blockchain record is permanent and cannot be altered, deleted, or reversed at the blockchain-record level.

A blockchain record may include information or identifiers relating to:

  • the Consumer;
  • the Merchant Partner;
  • the transaction amount;
  • the transaction date and time;
  • authentication;
  • cryptographic identifiers; and
  • related transaction information.

If a transaction is subsequently refunded, credited, disputed, corrected, or adjusted, the original blockchain record remains intact.

A new record or adjustment may instead be created to reflect the subsequent event.

Blockchain immutability does not eliminate or restrict any right or remedy available to you under applicable federal or state law, the Issuer Credit Agreement, the QNulla Consumer Credit Account Agreement, or the QNulla Dispute Center.

14. NO CARD-NETWORK CHARGEBACKS

The QNulla Network is not a Visa, Mastercard, American Express, Discover, or other payment-card network.

QNulla transactions are not processed as card transactions through those networks.

Accordingly, traditional card-network chargeback procedures do not apply to QNulla Network transactions.

This does not eliminate any right you may have under applicable law or the applicable credit agreements.

Eligible transaction concerns may be addressed through the QNulla Dispute Center and any other process required by applicable law.

15. QNULLA DISPUTE CENTER

The QNulla mobile application provides an in-app QNulla Dispute Center for eligible Consumer transaction concerns.

The Dispute Center is a QNulla Network dispute-resolution process. It is not a card-network chargeback system.

Eligible Merchant-related disputes may include:

  • non-delivery of goods or services; and
  • materially defective or non-conforming goods or services.

You may be required to provide information and supporting evidence concerning the disputed transaction.

QNulla may provide the relevant Merchant Partner with notice of your dispute and supporting information.

The Merchant Partner ordinarily has fourteen calendar days from notification to submit the response and evidence required under the QNulla Network Operating Rules.

QNulla may request additional information from you or the Merchant Partner.

QNulla will review the information submitted and issue a determination under the QNulla Network Operating Rules.

If the Merchant Partner fails to provide the required response within the applicable period or fails to satisfy the applicable proof standard, the dispute may be determined in favor of the Consumer.

Where a dispute is determined in your favor, the Issuer may credit your Credit Line, including based on a QNulla-approved Merchant reimbursement or adjustment, and a corresponding settlement adjustment may be applied to the Merchant Partner.

The original blockchain transaction record is not deleted or modified as a result of a Dispute Center determination.

Nothing in the QNulla Dispute Center process limits a right or remedy that cannot lawfully be waived under federal or state law.

16. MERCHANT GOODS AND SERVICES

Participating Merchant Partners are independent businesses.

QNulla provides the Network infrastructure through which eligible purchases may be made but is not the seller, manufacturer, supplier, or provider of goods or services sold by Merchant Partners.

Merchant Partners remain responsible for matters including:

  • the description of their goods or services;
  • pricing;
  • product quality;
  • delivery;
  • fulfillment;
  • warranties;
  • returns;
  • refunds;
  • legal compliance; and
  • representations made to Consumers.

QNulla's approval of a Merchant Partner to participate on the QNulla Network does not constitute a guarantee or warranty concerning that Merchant's goods or services.

Your rights concerning eligible Merchant disputes are subject to applicable law and the QNulla Dispute Center procedures.

17. MERCHANT SETTLEMENT

Merchant settlement is performed by the applicable Issuer or other authorized financial institution in accordance with the QNulla Network structure.

QNulla is not itself the settling financial institution.

QNulla operates the Network infrastructure and coordinates information and settlement instructions necessary for processing QNulla transactions.

Settlement timing may vary depending on the applicable Issuer, Merchant banking relationship, financial institution, and Network requirements.

18. CONSUMER REPAYMENTS

You may submit repayments through the QNulla application using your linked external bank account or another payment method permitted by the Issuer and QNulla.

Payments are applied to your Credit Line in accordance with the Issuer Credit Agreement and applicable law.

The principal component of a repayment may restore corresponding NFLOW Available.

Interest and other amounts are applied according to your Issuer Credit Agreement and applicable credit disclosures.

You may pay more than your required minimum payment or repay your entire outstanding balance subject to your Issuer Credit Agreement.

19. AUTOMATIC PAYMENTS

Any authorization for recurring or automatic debit from your external bank account will be presented separately.

You are not required to authorize automatic debit as a condition of obtaining or maintaining a QNulla Credit Line.

If you choose to enroll in automatic payments, you will receive the applicable authorization terms and may revoke that authorization as provided by those terms and applicable law.

Declining optional automatic payment authorization does not eliminate your obligation to make required payments by their applicable due dates.

20. CREDIT TERMS, BILLING, AND PAYMENTS

Your substantive credit terms are governed by the Issuer Credit Agreement and applicable disclosures.

These may include:

  • APR;
  • periodic rate;
  • Credit Line amount;
  • billing cycle;
  • minimum payment;
  • due date;
  • late-payment provisions;
  • default provisions;
  • interest calculations;
  • credit reporting; and
  • other lending terms.

QNulla may display this information in the QNulla application or facilitate delivery of information on behalf of the Issuer.

Displaying or transmitting credit information does not make QNulla the lender.

21. MONTHLY STATEMENTS

Monthly statements relating to your QNulla Credit Line may be made available electronically through the QNulla Platform, email, or another electronic method authorized by you.

Statements may include:

  • transactions;
  • outstanding balance;
  • available credit;
  • payments;
  • interest;
  • fees, if applicable;
  • minimum payment;
  • payment due date; and
  • other information required by the Issuer or applicable law.

Your obligation to review and pay your statement is governed by your Issuer Credit Agreement and applicable law.

22. ELECTRONIC COMMUNICATIONS AND E-SIGN CONSENT

QNulla operates primarily through electronic communications and records.

By affirmatively consenting to electronic delivery during the applicable enrollment process, you agree that QNulla and, where applicable, the Issuer may provide electronically agreements, disclosures, statements, notices, transaction records, privacy notices, billing information, and other communications that may legally be provided electronically.

Hardware and Software Requirements

To receive and retain electronic records, you must have:

  • a computer, smartphone, tablet, or other device capable of accessing the internet;
  • a supported current web browser or compatible version of the QNulla application;
  • a valid email address;
  • the ability to display electronic documents, including PDF documents where used; and
  • sufficient electronic storage or printing capability to retain copies.

Keeping Your Information Current

You must maintain a current email address and other electronic contact information and update that information when it changes.

Paper Copies

You may request a paper copy of an electronic record through the contact or support functionality available through QNulla.

Any fee permitted for paper copies will be disclosed before it is charged. No fee will be charged where prohibited by applicable law.

Withdrawal of Consent

You may withdraw your consent to receive electronic records prospectively by contacting QNulla through the support or contact functionality provided through the QNulla Platform or website.

Withdrawal of consent does not affect the legal effectiveness of electronic records provided before your withdrawal became effective.

Because QNulla is an electronic platform, withdrawal of electronic-delivery consent may prevent QNulla or the Issuer from continuing to provide some or all services electronically and may result in restriction or termination of certain QNulla functionality where permitted by applicable law.

Withdrawal of electronic consent does not eliminate amounts already owed to the Issuer or other obligations already incurred.

Changes to Technical Requirements

If hardware or software requirements materially change in a manner that creates a material risk that you will no longer be able to access or retain electronic records, QNulla or the Issuer will provide any notice and renewed consent required by applicable law.

Where required under the federal E-SIGN Act, the consent process will be implemented in a manner that reasonably demonstrates your ability to access the electronic information in the form in which it will be provided.

23. ACCOUNT SECURITY

You are responsible for maintaining the security of your QNulla account, login credentials, authentication methods, PINs, and devices used to access QNulla.

You must not:

  • share your credentials with another person;
  • permit another person to use your QNulla account;
  • disclose authentication codes;
  • attempt to bypass authentication requirements; or
  • knowingly allow unauthorized access to your account.

You must promptly notify QNulla if you believe:

  • your account has been compromised;
  • your credentials have been stolen;
  • another person has accessed your account without permission; or
  • unauthorized QNulla activity has occurred.

QNulla may restrict account access while suspected unauthorized activity is investigated.

24. FRAUD, SECURITY, AML, AND COMPLIANCE MONITORING

QNulla may monitor Consumer accounts and transactions for:

  • fraud;
  • identity theft;
  • account takeover;
  • money laundering;
  • sanctions violations;
  • prohibited activity;
  • security threats;
  • Network abuse;
  • regulatory compliance; and
  • other risk-management purposes.

QNulla may use automated and manual processes to conduct such monitoring.

QNulla may request additional information where necessary to investigate or resolve suspected fraud, compliance, security, or legal concerns.

QNulla is not required to disclose confidential fraud-detection methods, security controls, risk models, investigations, Suspicious Activity Reports, or other information whose disclosure is prohibited by law or could compromise QNulla's security or compliance functions.

25. PROHIBITED ACTIVITIES

You may not:

  1. provide false, inaccurate, fraudulent, or misleading information;
  2. use another person's identity or account;
  3. permit another person to use your QNulla account;
  4. use your Credit Line for illegal goods, services, or activity;
  5. use your Credit Line for cash advances or person-to-person money transfers;
  6. use NFLOW as cryptocurrency, an investment, transferable value, or for any purpose outside authorized QNulla Network transactions;
  7. attempt to manipulate NFLOW Active, NFLOW Available, or any transaction record;
  8. attempt to circumvent transaction, security, identity-verification, fraud, risk, or compliance controls;
  9. interfere with or disrupt the QNulla Platform;
  10. reverse engineer, decompile, disassemble, attack, or attempt unauthorized access to QNulla systems or blockchain infrastructure except where such restriction is prohibited by applicable law;
  11. initiate a knowingly false or fraudulent dispute;
  12. initiate a bank dispute, reversal, or other claim in bad faith regarding a transaction that you knowingly authorized and received, provided that nothing in these Terms restricts any lawful right to report an unauthorized transaction or exercise a right provided by applicable law;
  13. use QNulla to facilitate money laundering, terrorist financing, sanctions evasion, fraud, or other financial crime; or
  14. use the QNulla Platform in violation of applicable law, these Terms, or other agreements applicable to your participation.

26. ACCOUNT REVIEW, RESTRICTION, AND SUSPENSION

QNulla may review, restrict, or suspend access to some or all QNulla Platform functionality where reasonably necessary and permitted by applicable law, including where:

  • fraud is suspected;
  • identity cannot be verified;
  • your linked bank account is no longer valid;
  • account security may have been compromised;
  • prohibited activity is suspected;
  • required information has not been provided;
  • a legal or regulatory requirement applies;
  • a sanctions or AML concern exists;
  • you violate these Terms or applicable QNulla Network rules; or
  • continued access creates an unacceptable fraud, legal, security, or compliance risk.

QNulla may notify the Issuer of restrictions affecting your participation where necessary to administer the Credit Line or satisfy applicable obligations.

Actions affecting substantive credit rights remain subject to the Issuer Credit Agreement and applicable law.

27. CREDIT REPORTING, DELINQUENCY, AND DEFAULT

Credit reporting, delinquency, default, collection activity, and related consequences are governed by the Issuer Credit Agreement and applicable law.

The Issuer may report information about your account to consumer reporting agencies where permitted by law.

QNulla may provide transaction records, Consumer contact information, repayment data, or other information reasonably necessary to assist the Issuer with lawful servicing, compliance, or collection activities.

QNulla does not assume the Issuer's role as creditor or debt owner by providing such operational assistance.

28. CLOSING YOUR QNULLA ACCOUNT

You may request closure of your QNulla Platform account through functionality made available by QNulla.

Closing your QNulla Platform account does not:

  • extinguish your outstanding Credit Line balance;
  • eliminate payment obligations to the Issuer;
  • cancel completed transactions;
  • alter permanent blockchain transaction records;
  • eliminate unresolved disputes;
  • require deletion of records that must or may lawfully be retained; or
  • terminate rights or obligations that by their nature survive account closure.

The status and closure of the underlying Credit Line are governed by the Issuer Credit Agreement and applicable law.

29. TERMINATION BY QNULLA

QNulla may terminate your access to the QNulla Platform where permitted by applicable law, including for:

  • material violation of these Terms;
  • fraud;
  • prohibited activity;
  • security risk;
  • compliance concerns;
  • failure to satisfy QNulla participation requirements;
  • termination of required third-party services;
  • legal or regulatory requirements; or
  • discontinuation of applicable QNulla services.

Termination of QNulla Platform access does not eliminate amounts owed under your Credit Line.

30. PRIVACY

QNulla's collection, use, disclosure, protection, and retention of personal information is governed by the QNulla Privacy Policy and GLBA Privacy Notice, which is incorporated into these Terms by reference.

The Privacy Policy includes disclosures concerning:

  • Issuers;
  • Plaid;
  • Plaid Identity Verification;
  • biometric verification;
  • consumer reporting agencies;
  • financial-account information;
  • blockchain transaction records;
  • the QNulla Dispute Center; and
  • QNulla's information-sharing practices.

Your use of third-party services may also be subject to the privacy policies and terms of those third parties.

31. THIRD-PARTY SERVICES

QNulla relies on third parties to provide portions of the QNulla Platform and associated financial services.

These may include:

  • Issuers;
  • Plaid;
  • Plaid Identity Verification;
  • consumer reporting agencies;
  • banks;
  • ACH and payment providers;
  • Merchant Partners;
  • cloud-service providers;
  • telecommunications providers;
  • cybersecurity providers; and
  • other service providers.

QNulla does not control the independent systems or conduct of third parties.

Third-party services may experience interruptions, errors, delays, or outages.

Nothing in this Section limits liability or Consumer rights that cannot lawfully be excluded.

32. INTELLECTUAL PROPERTY

The QNulla Platform, QNulla Network, permissioned blockchain infrastructure, NFLOW architecture, software, interfaces, APIs, algorithms, designs, trademarks, logos, content, and related technology are owned by or licensed to BPS Digitals US Inc.

Subject to these Terms, QNulla grants you a limited, personal, revocable, non-exclusive, non-transferable right to use the QNulla Platform for its intended Consumer purpose.

You may not reproduce, distribute, sell, sublicense, commercially exploit, reverse engineer, or create unauthorized derivative works from QNulla technology except where permitted by applicable law or expressly authorized by QNulla.

33. PLATFORM AVAILABILITY

QNulla seeks to maintain reliable QNulla Platform availability but does not guarantee uninterrupted or error-free operation.

Functionality may be affected by:

  • maintenance;
  • software updates;
  • financial-institution systems;
  • Plaid availability;
  • Plaid Identity Verification availability;
  • Merchant systems;
  • telecommunications outages;
  • ACH or banking interruptions;
  • cybersecurity incidents;
  • legal or regulatory requirements; or
  • circumstances outside QNulla's reasonable control.

QNulla may modify, suspend, or discontinue QNulla Platform features subject to applicable law and agreements.

34. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QNULLA PLATFORM AND QNULLA TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

QNULLA DISCLAIMS IMPLIED WARRANTIES TO THE EXTENT THEY MAY LAWFULLY BE DISCLAIMED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

QNULLA DOES NOT WARRANT THAT:

  • THE QNULLA PLATFORM WILL ALWAYS BE AVAILABLE;
  • EVERY TRANSACTION WILL BE SUCCESSFUL;
  • THIRD-PARTY SERVICES WILL BE UNINTERRUPTED;
  • EVERY MERCHANT WILL PERFORM ITS OBLIGATIONS; OR
  • THE PLATFORM WILL BE FREE FROM EVERY ERROR OR INTERRUPTION.

Nothing in this Section affects a warranty or Consumer right that cannot lawfully be excluded or disclaimed.

35. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QNULLA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AUTHORIZED SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO YOUR USE OF THE QNULLA PLATFORM, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE LIMITED OR EXCLUDED.

QNULLA’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE QNULLA PLATFORM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE TOTAL AMOUNT OF FEES YOU PAID TO QNULLA IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.

THE FOREGOING LIMITATIONS APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND DO NOT LIMIT ANY LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED, INCLUDING ANY NON-WAIVABLE STATUTORY CONSUMER PROTECTION.

These limitations do not apply to QNulla’s obligations under Section 38, to QNulla’s fraud, gross negligence, or willful misconduct, or to any liability arising from QNulla’s violation of applicable law.

36. GOVERNING LAW

These Terms are governed by and construed under the laws of the State of Michigan, without regard to its conflict-of-laws principles, except to the extent federal law applies or applicable law requires otherwise.

Nothing in this Section deprives you of the protection of any consumer protection law of the state in which you reside that cannot lawfully be waived.

The Parties consent to the jurisdiction of the state and federal courts located in Macomb County, Michigan solely for purposes of enforcing an arbitration award rendered under Section 37 or seeking emergency or injunctive relief pending arbitration. All other disputes are resolved pursuant to Section 37.

37. ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. YOU MAY OPT OUT OF THIS SECTION WITHIN THIRTY (30) DAYS AS DESCRIBED BELOW.

Scope.

This Section applies to disputes between you and QNulla arising out of or relating to these Terms, the QNulla Platform, or your use of the QNulla Network (“QNulla Platform Disputes”).

This Section does not apply to disputes concerning the terms, conditions, or performance of your Issuer Credit Agreement, including disputes about interest rates, credit limits, billing, payment obligations, default, or credit reporting. Those disputes are governed by the dispute resolution provisions of your Issuer Credit Agreement.

Informal Resolution First.

Before initiating arbitration, you agree to first contact QNulla at support@qnulla.com and describe your dispute, and to give QNulla sixty (60) days to attempt to resolve it informally. QNulla agrees to do the same before initiating arbitration against you. This step is a condition to initiating arbitration, but does not limit either party’s right to seek relief in small claims court as described below.

Agreement to Arbitrate.

If the dispute is not resolved informally, you and QNulla agree that any QNulla Platform Dispute will be resolved by binding arbitration before a single arbitrator, administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, as modified by this Section. The AAA Consumer Arbitration Rules are available at www.adr.org. If the AAA is unavailable or declines to administer the arbitration, you and QNulla will agree on an alternative administrator, or a court of competent jurisdiction will appoint one.

The arbitrator has exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, or formation of this Section, except that a court has exclusive authority to decide whether the class action waiver below is enforceable.

Arbitration Fees and Location.

QNulla will pay all AAA filing, administration, and arbitrator fees for any arbitration you initiate, unless the arbitrator determines that your claim was frivolous or brought for an improper purpose. QNulla will not seek to recover its attorneys’ fees or costs from you in arbitration unless the arbitrator makes that determination.

Arbitration will be conducted in the county where you reside, or at your option by telephone, by video conference, or on the basis of written submissions only. If you and QNulla agree, arbitration may be conducted in Macomb County, Michigan. The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver.

YOU AND QNULLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND QNULLA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO QNULLA PLATFORM DISPUTES.

If this class action waiver is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief will be severed from the arbitration and may be brought in court, and the remaining claims will proceed in arbitration.

Small Claims and Injunctive Relief.

Either party may bring an individual claim in small claims court in the county where you reside if the claim qualifies for that court’s jurisdiction. Either party may also seek emergency or injunctive relief in a court of competent jurisdiction to prevent unauthorized use, infringement of intellectual property, or unauthorized access to systems or data. Seeking such relief does not waive either party’s rights under this Section.

Your Right to Opt Out.

You may opt out of this arbitration agreement and class action waiver. To opt out, send written notice to QNulla at legal@qnulla.com, or by mail to BPS Digitals US Inc., Attention: Legal, 3874 Rochester Rd, Troy, MI 48083, within thirty (30) days after you first accept these Terms. Your notice must include your name, the email address associated with your QNulla account, and a clear statement that you wish to opt out of the arbitration agreement.

Opting out will not affect any other part of these Terms, and will not affect your QNulla account, your Credit Line, or the services available to you. If you opt out, QNulla Platform Disputes will be resolved in a court of competent jurisdiction in accordance with Section 36.

Survival and Severability.

This Section survives termination of these Terms and closure of your QNulla account. If any portion of this Section other than the class action waiver is found to be unenforceable, that portion will be severed and the remainder of this Section will continue to apply.

38. INDEMNIFICATION

To the extent permitted by applicable law, you agree to indemnify and hold harmless QNulla and BPS Digitals US Inc., and their affiliates, officers, directors, employees, and agents, from third-party claims, liabilities, damages, and reasonable costs directly caused by (i) your fraud or intentional misconduct in connection with your use of the QNulla Platform, or (ii) your knowing use of the QNulla Platform in violation of applicable law.

This provision does not require you to indemnify QNulla for QNulla’s own negligence, misconduct, violation of law, or any other liability that cannot lawfully be shifted to a consumer.

39. CHANGES TO THESE TERMS

QNulla may amend these Terms, which govern platform access, permissible use, dispute procedures, and QNulla’s operational obligations, by providing notice to you. When changes are made, QNulla will update the Last Updated date. Where required by applicable law, QNulla will provide advance notice of material changes. If applicable law requires your affirmative consent to a particular change, that change will not apply to you until the required consent has been obtained.

QNulla may not amend the credit terms of your account. Amendments to your credit terms, including interest rates, credit limits, fees, and payment obligations, may only be made by the Issuer in accordance with your Issuer Credit Agreement and applicable law.

If you do not agree to an amendment, you may close your QNulla account prior to the effective date. Continued use of the QNulla Platform after updated Terms become effective constitutes acceptance of those updated Terms to the extent permitted by law.

40. ASSIGNMENT

You may not transfer or assign your rights or obligations under these Terms without QNulla’s prior written consent, except where applicable law provides otherwise. QNulla may assign these Terms in connection with a merger, acquisition, corporate restructuring, or sale of substantially all relevant assets, subject to applicable law and upon notice to you.

QNulla does not hold and may not assign your Credit Line or credit account, which is owned by the Issuer. Any assignment or sale of your credit account is governed solely by your Issuer Credit Agreement and applicable law.

41. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

These Terms, the QNulla Privacy Policy and GLBA Privacy Notice, the QNulla Consumer Credit Account Agreement, your Issuer Credit Agreement and accompanying credit disclosures, and the QNulla Network Operating Rules as applicable to consumer accounts collectively govern different aspects of your participation on the QNulla Network.

Your Issuer Credit Agreement exclusively governs your credit relationship with the Issuer, including all matters of credit terms, interest rates, billing, payment obligations, default, collection, and credit reporting. These Terms govern your access to and use of the QNulla Platform and Network. In the event of a conflict between these Terms and your Issuer Credit Agreement on any matter, the Issuer Credit Agreement controls.

Where a conflict arises between these Terms and the QNulla Network Operating Rules on a matter of general network operations, transaction processing, settlement, or dispute procedures, the QNulla Network Operating Rules control. Where a conflict arises on a matter of platform access, permissible use, or your relationship with QNulla, these Terms control.

These Terms supersede all prior agreements or understandings between you and QNulla, whether oral or written, relating to the QNulla Platform.

42. SEVERABILITY, WAIVER, AND HEADINGS

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law or, where appropriate, severed, and the remaining provisions will continue in full force and effect.

QNulla’s failure to enforce a provision of these Terms does not waive its right to enforce that provision later. A waiver concerning one provision or event is not a waiver concerning another provision or event.

Section headings are provided for convenience only and do not affect the interpretation of these Terms.

43. NO THIRD-PARTY BENEFICIARIES

Except where expressly provided in an applicable agreement or required by law, these Terms do not create rights in persons who are not parties to these Terms. The Issuer is an intended beneficiary of the provisions of these Terms that concern the Issuer’s rights as your creditor.

44. NOTICES AND CONTACT

Notices from QNulla to you will be sent to the email address on file with your QNulla account or delivered through the QNulla application, in accordance with Section 22. You are responsible for maintaining a current and accurate email address and telephone number.

Notices from you to QNulla must be in writing and sent to the applicable address below.

BPS Digitals US Inc., doing business as QNulla

Support: support@qnulla.com

Legal: legal@qnulla.com

Privacy: privacy@qnulla.com

Mailing Address: 3874 Rochester Rd, Troy, MI 48083

Website: qnulla.com

Nothing in these Terms restricts any right you may have to contact an applicable governmental or regulatory authority, including the Consumer Financial Protection Bureau or your state financial regulator. Complaints concerning your Credit Line should also be directed to the Issuer.

45. ACCEPTANCE

BY CREATING A QNULLA ACCOUNT, CLICKING AN ACCEPTANCE BUTTON OR CHECKBOX, OR OTHERWISE INDICATING YOUR AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 37.

If you do not agree to these Terms, you may not use the QNulla Platform.