TERMS OF USE

Consolidated for the United Arab Emirates and the State of Qatar

1. INTRODUCTION & ACCEPTANCE

These Terms of Use (the “Agreement”) form a contract between you and the XSquare contracting entity for your country (identified in the applicable Schedule) governing your use of all XSquare services in that country. Using the XSquare services means you have expressly accepted and agreed to this Agreement, including the Privacy Policy and any payment terms agreed with the XSquare team, which together govern the relationship between you and XSquare.

Please read and understand this Agreement carefully before registering on, accessing, browsing, downloading or using our website at www.xsquare.biz, or any mobile application, API or similar platform owned, managed and controlled by XSquare (the “XSquare Platform”), and before availing any Services. References to “he”, “his”, “you” or “User” include all genders and both the singular and plural, and apply equally to individuals and entities (companies, trusts, partnerships, associations, and similar). You may use the Services only if you accept and abide by all of these Terms.

Please note before using the XSquare Services:

• We may close, suspend or limit your access to your Account, the XSquare Services and/or your funds if you violate this Agreement, the Privacy Policy or any other agreement with XSquare.
• You are solely responsible for understanding and complying with the laws, rules and regulations of your jurisdiction that apply to your use of the XSquare Services, including those relating to export/import, taxes or foreign-currency transactions.
• XSquare does not control, and assumes no liability or legality for, the products or services paid for using our Services, and does not guarantee the identity of any User or completion of any transaction.

Changes to the Terms

XSquare may revise this Agreement at any time by updating this posting. Changes are notified when you log in to your account. By continuing to access the XSquare Platform or use the Services on or after the effective date of the revised Agreement, you agree to be bound by the revised Terms.

2. XSQUARE SERVICES

XSquare is a business-to-business (B2B) digital payment solution provider/facilitator. We create, host, maintain and provide the XSquare Services via the XSquare Platform, giving you an online secured platform to settle legitimate business transactions. XSquare is not a remittance or money-transfer service, and person-to-person personal payments are prohibited. We have no control over, and are not responsible for, the products or services underlying transactions facilitated through our Services, and do not guarantee completion of a transaction or the identity of your counterparty. XSquare is not a common carrier or public utility, and does not act as your agent or trustee or enter into any partnership, joint venture, agency or employment relationship with you.

3. DEFINITIONS

Acquirer means any bank or financial institution that processes card payments of the Buyer.

API means an application programming interface: a set of definitions, protocols and tools that allows two software programs to communicate with each other.

Buyer means any person (an individual resident in, or a company/partnership/sole proprietor/entity registered in, the applicable jurisdiction) registered on the XSquare Platform to make payments or settlements to a User, and with whom XSquare has a valid agreement; including authorized personnel of the Buyer.

Products means any services or products purchased or offered for sale by a User to third parties, excluding the banned products and services listed in Annexure A.

Seller means any person (an individual resident in, or an entity registered in, the applicable jurisdiction) registered on the XSquare Platform to receive payments; including authorized personnel of the Seller.

Services means the services provided by XSquare and its Service Providers whereby a User can settle legitimate business transactions, including any applicable tax payments offered on the XSquare Platform in accordance with the law of the applicable jurisdiction (see the Schedule for your country).

Service Provider means a bank, association, facility provider, card-issuing institution, acquirer, financial institution, card processor, clearing-house network or similar provider that XSquare engages to provide the Services.

Settlement Account means the bank account maintained by XSquare as applicable from time to time.

Transaction means a payment instruction resulting in the successful transfer of monies or settlement (a) from a Buyer to a User, or (b) from a User to a Seller, as applicable.

Transaction Amount means the total amount receivable by a User/Seller, including all applicable taxes, charges, interest, delivery costs, commissions and incidental charges.

User means any person (an individual resident in, or an entity registered in, the applicable jurisdiction) registered on the XSquare Platform to settle legitimate business transactions; including authorized personnel of the User.

4. ELIGIBILITY

To be eligible to use the XSquare Services, you must be (a) an entity eligible and registered to carry out business or operate in the applicable jurisdiction; or (b) an individual who is at least 18 years old and a resident of that jurisdiction. The Platform and Services are intended solely for persons aged 18 or older and legally competent to contract, who have not previously been suspended or removed by XSquare. By using the Services you represent and warrant that you are 18 or older, competent to contract, have full authority to use the Services, are in compliance with all applicable laws, and are not impersonating any person or entity.

To remain eligible, you covenant that the XSquare Platform will be used exclusively for genuine, bona fide business transactions and not for person-to-person transfers or any illegal or money-laundering activity, and that you are the beneficial owner of the Account and conduct business only on your own behalf.

5. REGISTRATION

To avail the Services, you must register with XSquare and provide all documents we require. You agree to provide true, accurate, current and complete information, failing which XSquare may reject your registration and terminate your access. On registration, a User Account is created associated with your username, password and identifying information, and you are responsible for all activity through your Account. You must keep your account information current and valid. If an electronic communication from XSquare is not received due to an incorrect or blocked email address, XSquare is deemed to have effectively provided it; please add XSquare to your address book and keep your primary email up to date. You must promptly inform XSquare of any action or notice by a law-enforcement agency or any conviction by a court.

6. INFORMATION & IDENTITY VERIFICATION

On registration you must submit valid identification and address proof and, for entities, business documents. You authorize XSquare, directly or through third parties (including banks, service providers and acquirers), to make inquiries necessary to validate your identity and comply with applicable law. This may include requesting further information or documentation; a taxpayer or national identification number; confirmation of ownership of your email or financial instruments; company incorporation and shareholder-structure documents; proof of establishment address; and obtaining a personal and/or business credit report from a credit bureau. You confirm that Know-Your-Customer checks also apply to your Buyer/Seller and that you have obtained their consent for identity verification. Anti-money-laundering and counter-terrorism-financing laws require XSquare to verify required identifying information; XSquare may close, suspend or limit your Account if, after reasonable enquiry, it is unable to verify your identity.

7. USE OF THE SERVICES

The Services may be used exclusively for making legitimate business transactions, including applicable tax payments where offered in your jurisdiction. Login credentials will be communicated to your registered mobile or email, and you accept sole responsibility for their use, confidentiality and protection, and for all orders, information and changes entered using them. XSquare has no obligation to verify the authenticity of a Transaction generated through a valid login and password, and is not liable for any mistake or misuse of the Services by you or any person accessing the Services through you. XSquare accepts instructions originating from your Account in good faith as genuine, normal business transactions. You shall indemnify and hold XSquare harmless for losses resulting from disclosure of sensitive information by or through you, or any breach of the Terms, Privacy Policy or payment terms, or any intellectual-property claim, as further set out in the Indemnity clause.

8. CUSTOMER OBLIGATIONS

• You must furnish, on demand, original copies of proof of delivery, invoices or records for any disputed Transaction in which XSquare is joined as a party, and ensure all licences and registrations required to carry on your business are in force.
• You must not carry out any banned, illegal or immoral activity, or use the Services in furtherance of any activity that violates any law or that may subject XSquare to investigation or legal action.
• You must not receive payments for any Products in the banned-items list in Annexure A, or transact (directly or indirectly) with the prohibited countries in Annexure B.
• You must ensure payments are received under a valid business contract with the Buyer.
• You are solely responsible for payment of all applicable taxes (including any withholding taxes) due from time to time.
• You must not require any other User or person to disclose account details, passwords, card numbers, mobile numbers or PINs, and must use payee/payer information only to complete the Transaction for which it was furnished.
• You must inform XSquare in writing of any change in your email, mobile number, address, ownership or legal status, or cessation of business.
• You must not interfere with or damage the XSquare Platform (including through viruses, bots, denial-of-service attacks, spoofing or similar), or use the Services for any unlawful or prohibited purpose.
• XSquare may investigate and prosecute violations to the fullest extent of the law, and may adjust monies in the Settlement Account towards losses arising from such violations, without prior notice.
• Where a tax-payment service applies in your jurisdiction, you must ensure valid payment references and accurate amounts are provided, and you are solely responsible for losses caused by incorrect references or amounts. XSquare will assist the relevant tax authorities in any investigation or audit as required by the law of the applicable jurisdiction.

9. TRANSACTION FEES

In consideration of the Services, the User/Seller shall pay XSquare a Transaction Fee as agreed. XSquare will deduct its Transaction Fee (plus any applicable tax on the fee, where in force) for each successful Transaction and pay the balance of the Transaction Amount to the User/Seller's designated bank account. All other taxes, duties or charges are borne by the User/Seller unless otherwise agreed. XSquare may alter the commission or Transaction Fee at its discretion. Transaction Fees for a settled or completed Transaction are non-refundable, irrespective of the Transaction being rejected, charged back, refunded or disputed.

10. SPECIFIC TERMS

• XSquare is not responsible for disputes between Users/Sellers/Buyers (including price, delivery, non-delivery, deficiency, quality, or delay), which must be resolved directly between the parties.
• XSquare does not guarantee the timing of payments, which depends on the Buyer's bank, card issuer/processor, acquirer and other Service Providers, and assumes no liability for delays.
• XSquare is not a party to the contract between a User and any Buyer for the purchase of goods or services.
• You are responsible for any miscommunication or incorrect information provided to XSquare when enabling the Services.

11. SECURITY

You will not hold XSquare liable for any improper, fraudulent, unauthorized, duplicate or erroneous use of your mobile, web-based or other access, or for any consequences of misuse of your web/mobile/email account by any third party, and you will indemnify XSquare against liability arising from such access or use. Without prejudice to XSquare's remedies, XSquare shall have no liability for loss or damage arising directly or indirectly out of: any defect in Products or services supplied by you; any inability of a third party to supply the required Products or services; any refusal to honor a payment; malfunction of any terminal or equipment; use of the Services by a person other than the Buyer; any unsuccessful or failed Transaction; or any misstatement, error or omission in details disclosed to XSquare.

12. TERMINATION

If XSquare or a Service Provider reasonably suspects that a User has breached these Terms or any other agreement with XSquare, or committed any act of dishonesty or fraud, XSquare may (a) suspend all payments under these Terms; (b) deactivate or suspend the User Account and disable the password; and (c) terminate the User's access to the Platform or Services, pending enquiries. You may cancel your Account at any time by email. If you transact with any prohibited country under Annexure B, whether directly or indirectly, your Account will be terminated.

13. INDEMNITY

You shall keep XSquare and the Acquirer safe, harmless and indemnified from all liability (including judgments, damages, losses, claims, costs and expenses) arising from or relating to any claim, suit or proceeding brought against XSquare by another User, Service Provider or third party for reasons including: delivery, non-delivery, delay, deficiency or mistake in Products or services; your breach, non-performance or inadequate performance of the Terms; your acts, errors, misrepresentations, willful misconduct or negligence (or those of your employees, subcontractors and agents); infringement of intellectual-property or privacy rights of third parties; third-party claims; or the actions or inactions of any third party you permit to use your Account. XSquare and the Acquirer are not responsible for disputes, chargebacks, refunds or collusion between you and your Buyer/Seller.

14. CONFIDENTIALITY

You agree not to disclose, use or personally benefit from any non-public information you learn on the XSquare Platform or through the Services, until it becomes publicly known through no action of your own. If compelled by a court or governmental body to disclose such information, you will promptly notify XSquare and cooperate in protecting it. XSquare may access, preserve and disclose your information where required by law or reasonably necessary to respond to claims, comply with legal process, prevent fraud, assess risk, provide support, or protect the rights, property or safety of XSquare, its Users or the public. See the Privacy Policy for further details.

15. INTELLECTUAL PROPERTY RIGHTS

The XSquare Platform content and the trademarks, service marks and logos it contains (the “Marks”) are owned by or licensed to XSquare and protected by copyright and other intellectual-property rights under applicable law and international conventions. Such content may not be copied, reproduced, distributed, transmitted, displayed, sold, licensed, uploaded or otherwise exploited without XSquare's prior written consent.

16. PRIVACY POLICY

Your access to the XSquare Platform results in the collection, use and storage of your information, subject to XSquare's Privacy Policy. By accessing the Platform, you consent to such collection, use and storage, which may be processed and stored by Service Providers. Please read the Privacy Policy for full details of our practices.

17. DISCLAIMER OF WARRANTIES

The content and functionality on the XSquare Platform are provided on the understanding that XSquare is not itself making payments but acts as an intermediary between banks, Service Providers and Users. All content and functionality are provided “as is”, without warranty of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. XSquare does not warrant that the information will be accurate, complete or updated; that the Services will meet your requirements; that use will be uninterrupted, timely, secure or error-free; or that any information obtained will be accurate or reliable. Any material downloaded through the Services is at your own discretion and risk, and you are solely responsible for any resulting damage to your device or loss of data. Use of the Platform and Services is at your sole risk.

18. LIMITATION OF LIABILITY

XSquare's liability in respect of your Account and use of the XSquare Services is limited. In no event shall XSquare be liable for lost profits or any special, incidental, indirect, punitive, exemplary or consequential damages (including loss of data or business) arising out of or in connection with the Platform, the Services or this Agreement, however arising (including negligence), except to the extent prohibited by applicable law. XSquare's aggregate liability to you in any circumstance is limited to the amount paid by you for using the Platform, or the monetary cap specified in the applicable Schedule, whichever is less. To the extent permitted by law, XSquare is not liable for damages or losses resulting directly or indirectly from your use of or inability to use the Platform or Services; delays or disruptions; viruses or malicious software; glitches, bugs or errors; the content, acts or omissions of third parties; a suspension or action taken on your Account; or your need to modify your practices as a result of changes to this Agreement.

19. ANTI-MONEY-LAUNDERING COMPLIANCE

XSquare is committed to full compliance with all applicable anti-money-laundering (“AML”) and counter-terrorism-financing laws, and maintains policies and procedures to detect, prevent and report suspicious activity. To comply with AML requirements and applicable sanctions, XSquare (directly or through a third party) screens User accounts against government watch-lists and monitors for suspicious transactions, and you consent to such screening. XSquare may request additional documentation to verify your identity or business, and will report suspicious transactions as it deems fit. The specific AML legislation applicable in your country is identified in the applicable Schedule.

20. GENERAL TERMS

• Payments may only be made in the currency specified in the applicable Schedule.
• XSquare makes no refunds other than as agreed in these Terms.
• You may receive service announcements, advertisements or administrative communications from XSquare or its associates from time to time.
• XSquare's sole obligation, and your sole remedy, on interruption of the Services is to use reasonable endeavors to restore them as soon as reasonably possible.
• XSquare and Service Providers are not liable for any applicable taxes and government levies.
• Any link to a third-party site is not an endorsement; use of such sites is subject to their own terms.
• Your participation in any event, contest or promotion is governed by its specific terms together with these Terms.
• XSquare may, at its sole discretion, restrict or terminate access, or modify or discontinue the Services or any part, without incurring liability.
• You must not describe yourself as an agent or representative of XSquare, or make representations or give warranties on XSquare's behalf.
• XSquare is not liable for any breach caused by a force-majeure event beyond its control (act of God, fire, flood, power or communication failure, strike, and similar).
• If any part of these Terms is invalid or unenforceable, it will be replaced by a valid provision that most closely matches its intent, and the remainder continues in effect.
• XSquare may assign or transfer its rights and obligations to any other party.
• No failure or delay by XSquare in exercising any right operates as a waiver.
• Governing law and the courts with jurisdiction over disputes are as set out in the applicable Schedule for your country.

For queries, Users may contact XSquare at the address in the applicable Schedule, or write to [email protected].

SCHEDULE 1

Country-Specific Terms - United Arab Emirates

This Schedule applies to Users established, resident or registered in the UAE, and prevails over the main body of this Agreement in respect of the matters below.

SCHEDULE 2

Country-Specific Terms - State of Qatar

This Schedule applies to Users established, resident or registered in the State of Qatar, and prevails over the main body of this Agreement in respect of the matters below.

ANNEXURE A

Banned Items & Prohibited Activities

Payments must not be received, directly or indirectly, in respect of the following categories of Products or activities:

• Adult goods and services, including pornography and sexually suggestive materials; escort or prostitution services.
• Body parts, including organs or other body parts.
• Bulk-marketing tools, including email lists or software enabling unsolicited email (spam).
• Cable descramblers and black boxes intended to obtain cable or satellite signals for free.
• Child pornography or any pornographic material involving minors.
• Copyright-unlocking devices (mod chips or similar) designed to circumvent copyright protection.
• Unauthorized copies of copyrighted media, software, video games and other protected materials (including OEM or bundled software).
• Counterfeit or unauthorized goods, replicas or imitations, fake autographs, counterfeit stamps and similar.
• Drugs and drug paraphernalia, including illegal drugs and accessories.
• Drug-test circumvention aids.
• Endangered species, including plants, animals or derivatives in danger of extinction.
• Gaming/gambling, including lottery tickets, sports bets and online gambling memberships.
• Government IDs or documents, including fake IDs, passports, diplomas and noble titles.
• Hacking and cracking materials enabling illegal access to software, servers or protected property.
• Illegal goods, or materials promoting illegal goods or enabling illegal acts.
• Miracle cures and unsubstantiated remedies marketed as quick health fixes.
• Offensive goods that defame or slander any person or group, or encourage violence, intolerance or hatred; crime-scene items.
• Prescription or herbal drugs and online pharmacies requiring a licensed practitioner's prescription.
• Pyrotechnic devices and hazardous, toxic, flammable or radioactive materials.
• Securities, including stocks, bonds or related financial products.
• Tobacco and cigarettes and related products.
• Traffic devices, including radar detectors/jammers, license-plate covers and signal changers.
• Weapons, including firearms, ammunition, knives, gun parts and other armaments.
• Wholesale or discounted currency and currency exchanges.
• Live animals, or hides, skins, teeth, nails or other animal parts.
• Multi-level-marketing collection fees, matrix sites/schemes, work-at-home schemes and drop-shipped merchandise.
• Digital or crypto-currencies (e.g. Bitcoin, Ethereum) - storing, tracking, transferring or managing balances of such currencies.
• Transactions supporting pyramid or Ponzi schemes, get-rich-quick schemes, off-shore banking, credit repair, debt settlement, bribery, corruption or money laundering.
• Regulated goods (air bags; mercury batteries; refrigerants; industrial solvents; government uniforms; car titles; licence plates; police badges and law-enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment).
• Any product or service not in compliance with all applicable federal, state, local or international laws, including the laws of the United Arab Emirates and, for Qatar Users, the laws of the State of Qatar.

Recourse for breach of Annexure A

In addition to other remedies under clause 12, if XSquare believes you have engaged in any activity listed in Annexure A, it may (without notice or penalty to XSquare): terminate this Agreement and close or suspend your Account; refuse to provide Services in future; limit your access to the Platform and Services; contact affected Buyers/Sellers, your bank or card issuer, other affected parties or law enforcement; update inaccurate information you provided; and take legal action. You are responsible for damages, reversals, chargebacks, claims, fees, fines and penalties incurred by XSquare, its customers or third parties arising out of your breach. If XSquare closes your Account, it will provide you with notice of its action.

ANNEXURE B

Prohibited Countries

XSquare does not provide any Services in connection with the countries below. If your transaction connects, directly or indirectly, to any of these countries, your Account will be terminated:

Belarus; Burma (Myanmar); Côte d'Ivoire; Democratic Republic of the Congo; Iran; Iraq; Liberia; Lebanon (persons undermining its sovereignty or democratic processes and institutions); North Korea; Sierra Leone; Sudan (North & South); Syria; Western Balkans; Zimbabwe; Cuba; and Crimea (Ukraine).