Terms of Service

These Terms of Service (this “Agreement”) are entered into by Bridge Purchasing Solutions, Inc., d/b/a iQpay, Flourish, and Bridgemart (collectively “iQpay”), a Delaware corporation, and you. “You” means either (a) the organization or entity (“Client”) that has executed or is bound by an iQpay Commercial Agreement, or (b) any individual (“End User”) who receives, accesses, or redeems a Digital Purchase Card or Offer issued through the iQpay platform.

These Terms of Service supplement and are incorporated by reference into the Commercial Agreement between iQpay and Client. In the event of any conflict between these Terms of Service and the Commercial Agreement, the Commercial Agreement shall control.

For Clients who have executed or are bound by an iQpay Commercial Agreement, these Terms of Service supplement—and do not replace—the Commercial Agreement. In the event of a conflict between these Terms of Service and the Commercial Agreement or any Program Document executed thereunder, the Commercial Agreement or Program Document shall control. For End Users who have not executed a Commercial Agreement, these Terms of Service constitute the entire agreement between the End User and iQpay with respect to the use of Digital Purchase Cards and Offers.

By accessing the Site, the Platform, or any iQpay services, or by receiving, accessing, or redeeming a Digital Purchase Card or Offer, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

Digital Purchase Cards and Offers.

1.1 Form and Use

Digital Purchase Cards and Offers are defined as any defined value or benefit delivered to a recipient via digital card credentials or other available delivery mechanism, purchased and/or authorized via the Site or Platform. 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. When available and if necessary, benefits may be delivered via non-digital formats, which are also included in this definition.

1.2 Fulfillment

Digital Purchase Cards and Offers are fulfilled by third-party card providers and merchants (“Fulfillment Partners”) who retain title until delivery. iQpay acts as agent for Fulfillment Partners, facilitating orders and processing payments.

1.3 Nonreturnable; Not for Resale

Digital Purchase Cards and Offers may not be redeemed, returned, or refunded for cash. They are to be used to purchase the goods and services, and only the goods and services, approved by the program sponsor. Items purchased may not be returned for cash. If an item purchased using an iQpay Purchase Card is returned, the returned value must be reapplied back to the original Purchase Card. Resale of iQpay Purchase Cards is strictly prohibited.

1.4 Product Returns at Retailer

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 the balance returned to the original 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 returns the funds in some other form (store credit, cash back, etc.). Consequently, iQpay shall treat that transaction as a completed purchase.

1.5 Card Deactivation and Expiration

Digital Purchase Cards and Offers automatically deactivate upon the card expiration date. Any remaining card balance previously paid for by the applicable 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.

1.6 Acceptance Locations

Digital Purchase Cards and Offers may be redeemed at any participating retail location. Participating locations for any specific card will be identified on the card. In some cases, cards may also be utilized to purchase authorized goods and services from participating retailers’ online websites. If available, online purchasing will be explicitly identified as an option on the card and/or engagement materials.

1.7 Card Balances

Card recipients may retrieve their card balance by calling 1-888-752-1120 or through the Platform. It may take up to 24 hours for purchases to show up on the account. Consequently, any balance retrieved is an estimate only.

1.8 Lost or Stolen Cards

Lost or stolen cards that have not been used may be replaced at the sole discretion of the program sponsor. iQpay shall have no liability for (i) lost or stolen Purchase Cards or (ii) use of any Purchase Cards by unauthorized third parties. Recipients are solely responsible for keeping their Purchase Card details safe and protected.

1.9 Retail Network Independence

iQpay is independent from all retail network providers. iQpay has no ownership interest in any of the retail providers in its network and no retail provider has any ownership interest in iQpay. Without limiting the foregoing, Bridgemart and Walmart are independent business entities. Walmart is an independent network provider for Bridgemart purchase cards. Walmart has no ownership interest in Bridgemart and Bridgemart has no ownership interest in Walmart.

Compliance with Laws.

By redeeming a Purchase Card, you certify and represent that the activities in connection with which the Purchase Card will be used will comply with this Agreement and all applicable laws, rules, and regulations, and that the Purchase Card will not be used in any manner that is misleading, deceptive, or unlawful. iQpay is not liable for any claims or expenses incurred by any card recipient in connection with their use of a Purchase Card or violation of this Agreement.

Disclaimer of Warranties.

IQPAY DOES 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.

IQPAY, ITS AFFILIATES, AND LICENSORS DO NOT GUARANTEE PURCHASE CARD DELIVERY, TIMELINESS, OR AVAILABILITY AT ANY SPECIFIC RETAILER, AND ARE NOT RESPONSIBLE FOR ANY LOST OR MISDIRECTED PURCHASE CARDS OR FOR ANY CHARGES INCURRED IN CONNECTION WITH UNAUTHORIZED USE OF THE SERVICES.

Limitation of Liability.

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 IQPAY’S PROVISION OF ACCOUNT SERVICES, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IQPAY WAS 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.

IQPAY’S SOLE AND ENTIRE MAXIMUM LIABILITY FOR ITS PROVISION OF ACCOUNT SERVICES, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU (OR THE APPLICABLE CLIENT ON YOUR BEHALF) FOR THE ACCOUNT SERVICES PURCHASED THROUGH THE SITE.

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 that would cause the application of the laws of any jurisdiction other than those of the State of Texas.

Waiver of Jury Trial; Binding Arbitration.

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.

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.

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision. 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.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

Privacy.

iQpay will process any personal information collected from you in accordance with the iQpay Privacy Policy and all applicable data protection laws.

End User Acceptance.

By receiving, accessing, or redeeming any Digital Purchase Card or Offer, you agree to be bound by this Agreement. You acknowledge that your Digital Purchase Card or Offer was issued at the direction of a program sponsor (the Client) and that iQpay is administering the card or offer on the Client’s behalf.

Permitted Use.

You agree to use your Digital Purchase Card or Offer solely for the purchase of goods and services authorized by the program sponsor, as identified on the card or in accompanying materials. You may not:

• Use the card to purchase goods or services outside the approved categories or merchant restrictions;
• Attempt to redeem the card for cash, gift cards, or other cash equivalents;
• Transfer, sell, or resell the card or its credentials to any third party;
• Use the card in any manner that is fraudulent, deceptive, or unlawful; or
• Share card credentials (card number, PIN, barcode, or link) with any unauthorized individual.

No Ownership of Funds.

The balance on any Digital Purchase Card or Offer is solely the liability of Bridge Purchasing Solutions, Inc. iQpay retains full ownership of unused funds. At no time shall the receipt of a Digital Purchase Card or Offer be considered a transfer of ownership of funds. You have the right to use the funds strictly towards the purchase of approved goods or services, up to the expiration date on the card. Cards may be cancelled and deactivated at any time by the program sponsor or, under certain conditions, by iQpay. You have no right to claim any value from cards that have been deactivated.

End User Data.

By using an iQpay Digital Purchase Card or Offer, you acknowledge that iQpay may collect, process, and store certain personal information (such as name, phone number, email address, and transaction data) as necessary to provide the Services. This information is processed in accordance with the iQpay Privacy Policy. iQpay will not sell your personal information. Your transaction data may be shared with the applicable program sponsor (the Client) for program administration and reporting purposes.

Communications.

By providing your phone number or email address in connection with a Digital Purchase Card or Offer, you consent to receiving transactional communications from iQpay, including card delivery notifications, balance reminders, and expiration notices. You may opt out of non-essential communications at any time by following the instructions in the message. Opting out of transactional messages related to active cards may not be available, as those communications are necessary to deliver the service.

End User Support.

For questions about your Digital Purchase Card or Offer, including balance inquiries, card issues, or transaction disputes, contact iQpay at 1-888-752-1120 or via the support resources available at iQpay Support. Phone and email support is available 8am–8pm EST, Monday through Friday.

Client Account.

14.1 Commercial Account

iQpay agrees to establish a Commercial Account, granting Client access to the Platform (the “Online Account”). Client is responsible for maintaining the accuracy of its account information.

14.2 Authorization of Users

Client agrees to identify associate(s) and/or employee(s) authorized to make purchases on Client’s behalf (“Authorized Users”). Orders may be placed directly through the Platform or authorized and triggered by other means (file upload, recipient self-registration, API). Client shall be solely responsible for ensuring the security of the authorization process and iQpay 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 as authorized by Client or any Authorized User.

14.3 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 remaining service credits shall be forfeited and recognized as breakage revenue by iQpay. Commercial Accounts may be reactivated at iQpay’s sole discretion.

Payments and Fund Ownership.

15.1 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 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.

15.2 Service Credits

iQpay may display a program balance to Client, which represents service credits for the distribution of Digital Purchase Cards and Offers. Service credits are applied to (i) amounts passed through to Fulfillment Partners for card redemptions, and (ii) iQpay’s facilitation and platform fees. Unused service credits are refundable solely at iQpay’s discretion upon termination in accordance with Section 19.

Invoicing and Fees.

16.1 General Invoicing

iQpay may, in its 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 the Commercial Agreement or a Program Document, iQpay will issue an invoice on or shortly after the date on which the service or product is purchased, or monthly as appropriate. Unless otherwise communicated, charges are due net thirty (30) days from the invoice date. All payments must be made by credit card, check, wire, or other electronic transfer to a bank and account number designated by iQpay. Any wire transfer fees or other similar fees incurred on account of the payment method selected (including credit card transaction fees) are Client’s responsibility and may not be deducted from the amount due iQpay.

16.2 Closed Loop Purchase Card Invoicing

For iQpay’s Closed Loop Purchase Card product, including Digital Purchase Cards and Offers with restricted merchant or product categories, the following specific terms apply unless modified by the applicable Program Document:

Invoices reflect:

• Card Redemptions – the dollar amount redeemed by Cardholders at authorized merchants during the billing period
• Program Fees – administration fees, transaction fees, and other fees as specified in the applicable Program Brief

Invoices do not include card issuance or load value. Client is billed only when cards are redeemed.

iQpay issues invoices weekly, reflecting redemptions and fees from the preceding seven (7) day period, unless otherwise specified in the applicable Program Document.

16.3 Payment Methods for Closed Loop Products

For Closed Loop Purchase Card invoicing, Client must select one of the following payment methods:

a) Auto-Pay (Recommended)

Invoices are settled automatically within three (3) business days via iQpay’s payment processor.

b) Weekly Payment

Payment due within seven (7) days of invoice date.

c) Monthly Consolidated Payment

Weekly invoices consolidated into one monthly payment, subject to:

• Security deposit equal to one (1) month’s average redemption activity
• Payment due by the 15th of the following month

16.4 Late Payments

Any invoice that remains unpaid after the invoice due date is considered delinquent and will incur a 1.5% per month late fee. iQpay may suspend or terminate Services if any invoice remains unpaid more than fifteen (15) days past due.

16.5 Invoice Disputes

Client shall notify iQpay in writing within seven (7) days of receipt of invoice if Client disputes any fee or charge. Undisputed amounts remain due regardless of any pending dispute.

16.6 Taxes

Client is responsible for all sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Services, whether domestic or foreign, other than iQpay’s income tax.

Use of Data.

Client agrees (i) not to use 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 to retain or use such transaction data for longer than what is necessary and, if downloaded from the Platform, to securely delete the transaction data at the end of the retention period; and (iii) to comply with applicable data privacy and security laws and protect the transaction data using reasonable technical, administrative, and physical safeguards.

Product Returns.

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 Authorized 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.

Termination.

19.1 Termination for Cause

Either Party may terminate this Agreement or any Program Document for cause upon written notice if the other Party (i) materially breaches this Agreement and fails to cure within thirty (30) days after written notice; (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; (v) makes an assignment for the benefit of creditors; (vi) takes any corporate action for its winding-up, dissolution, or administration; or (vii) enters into an agreement for the readjustment of substantially all of its obligations.

19.2 Effect of Termination

Upon expiration or early termination, iQpay shall cease performance of the Services and Client shall pay all amounts owed through the date of termination. Any Digital Purchase Card or Offer previously issued shall be immediately deactivated and any unused card balance shall be removed. Any unused service credits remaining in Client’s account may, at iQpay’s sole discretion, be refunded within thirty (30) days of termination, less any outstanding fees or amounts owed. Service credits not refunded shall be forfeited and recognized as breakage revenue. Deferred or recurring Fees shall accelerate and become immediately due and payable.

Upon termination, each Party shall promptly return or destroy all Confidential Information of the other Party, except as required by law. Client’s access to the Site and Online Account shall be terminated, and iQpay shall have no obligation to retain any Client data beyond thirty (30) days following termination, except as required by law.

19.3 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, or immediately if such Offer has been linked to conduct that iQpay deems to be illegal or injurious.

Indemnification.

Each Party (the “Indemnitor”) agrees to defend, indemnify, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents (each, an “Indemnitee”) from and against any third-party claim, action, suit, proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees), and costs (“Claim”) to the extent arising out of: (i) the Indemnitor’s violation of law; (ii) the Indemnitor’s fraud or intentional misconduct; or (iii) an infringement claim based upon the Services (if iQpay is the Indemnitor) or Client Content (if Client is the Indemnitor).

The Indemnitee will promptly notify the Indemnitor of any Claim, permit the Indemnitor to control the defense, and provide reasonable assistance. Indemnitor may not consent to any judgment or settlement that imposes liability on the Indemnitee without the Indemnitee’s prior written consent.

Confidentiality.

“Confidential Information” means proprietary, nonpublic, or trade secret information disclosed by one Party to the other that is designated as confidential or that should reasonably have been understood as confidential. The Receiving Party will not use, copy, or disclose Confidential Information except as permitted herein, will protect it using no less than reasonable procedures, and may disclose it only to employees, consultants, and contractors with a need to know who are bound by confidentiality obligations. Disclosure is also permitted pursuant to legal requirement, provided reasonable prior notice is given to the Disclosing Party where legally permitted.

HIPAA Compliance.

22.1 Applicability

To the extent that Client is a Covered Entity or Business Associate as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”), and Client’s use of the Services involves the creation, receipt, maintenance, or transmission of Protected Health Information (“PHI”), the Parties shall execute a Business Associate Agreement (“BAA”) that complies with HIPAA requirements. The BAA shall be incorporated by reference into this Agreement and the Commercial Agreement.

22.2 iQpay Obligations Under HIPAA

Where iQpay acts as a Business Associate, iQpay shall:

• Use and disclose PHI only as permitted or required by the BAA or as required by law;
• Implement appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of electronic PHI (“ePHI”) in accordance with the HIPAA Security Rule;
• Report to Client any use or disclosure of PHI not provided for by the BAA of which iQpay becomes aware, including any Security Incident or Breach of Unsecured PHI, within the timeframes specified in the BAA;
• Ensure that any subcontractors or agents that create, receive, maintain, or transmit PHI on iQpay’s behalf agree to the same restrictions and conditions that apply to iQpay under the BAA;
• Make PHI available to Client as necessary to satisfy Client’s obligations to provide individuals with access to their PHI under HIPAA;
• Make iQpay’s internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining compliance with HIPAA; and
• Upon termination of the BAA, return or destroy all PHI received from or created on behalf of Client, if feasible, retaining no copies except as required by law.

22.3 Client Obligations Under HIPAA

Client shall:

• Provide iQpay only the minimum necessary PHI required to perform the Services;
• Obtain any authorizations, consents, or permissions required under HIPAA before disclosing PHI to iQpay;
• Notify iQpay of any restrictions on the use or disclosure of PHI that Client has agreed to with individuals, to the extent that such restrictions may affect iQpay’s obligations under the BAA; and
• Notify iQpay of any changes in, or revocation of, permission by an individual to use or disclose PHI, to the extent that such changes may affect iQpay’s obligations under the BAA.

22.4 Breach Notification

In the event of a Breach of Unsecured PHI (as defined by HIPAA), iQpay shall notify Client without unreasonable delay and in no event later than sixty (60) calendar days after discovery of the Breach. iQpay shall provide Client with sufficient information for Client to fulfill its notification obligations under HIPAA, including identification of each individual whose PHI has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed during the Breach.

Security.

23.1 iQpay Obligations

iQpay will implement reasonable physical, technical, and organizational safeguards designed to secure the Services from unauthorized access, disclosure, loss, modification, or destruction, consistent with, where applicable, its HIPAA security obligations.

23.2 Client Obligations

Client will implement reasonable physical, technical, and organizational safeguards designed to keep Client’s Online Account and Users’ login credentials confidential and secure. Client is responsible for all activities that occur under Client’s Online Account through its and its Users’ login credentials.

23.3 Security Incidents

If a Party discovers that a Security Incident has occurred, that Party will notify the other Party promptly (and in any event within seventy-two (72) hours of confirmation) unless otherwise prohibited by law. The notifying Party will promptly take reasonable steps to investigate and mitigate the effects of the Security Incident.

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 section shall be null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

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.

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 and iQpay, except that End Users are intended third-party beneficiaries of Part A and Part B of this Agreement.

Binding Effect.

The terms and conditions of this Agreement shall be binding upon and inure to the benefit of iQpay and you (whether Client or End User) and their respective successors and permitted assigns.

Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, 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.

Force Majeure.

Neither Party will be liable for any delay or default in performing hereunder (except for failure to timely pay) if caused by conditions beyond its reasonable control including acts of God, government restrictions, acts of terrorism, wars, disease, epidemics, or insurrections.

Entire Agreement; Program Documents.

For End Users, this Agreement constitutes the entire agreement between you and iQpay regarding the Services. For Clients, this Agreement supplements the Commercial Agreement. The Commercial Agreement and any Program Documents (Program Proposals or Program Amendments) executed thereunder shall be incorporated into and governed by the Commercial Agreement, and in the event of a conflict, the Commercial Agreement or Program Document shall control.

Survival.

All provisions of this Agreement that by their nature or terms should continue in effect after termination or expiration shall survive, including the indemnity, confidentiality, privacy, limitation of liability, arbitration, and HIPAA provisions.

Notices.

To Client: iQpay may provide notice by (i) email to the address in Client’s Online Account or (ii) personal delivery, overnight courier, or registered/certified mail to the postal address in Client’s Online Account.

To iQpay: Client must contact iQpay by (i) email to support@iqpay.com or (ii) overnight courier or registered/certified mail to Bridge Purchasing Solutions, Inc., 4021 West Walnut Street #1135, Rogers, AR 72756, Attention: COO.

Notices by email are effective when sent. Overnight courier notices are effective one (1) business day after acceptance. Registered/certified mail notices are effective three (3) business days after deposit in the U.S. mail.

Definitions.

Capitalized terms used in this Agreement have the following meanings:

“Agreement” means this Terms of Service, including all Parts (A through F) and any exhibits, appendices, or policies referenced herein.

“Authorized User” means an associate, employee, or agent identified by Client as authorized to make purchases or administer programs on Client’s behalf through the Platform.

“BAA or Business Associate Agreement” means an agreement between iQpay and Client that complies with the requirements of HIPAA and governs iQpay’s use and disclosure of PHI on Client’s behalf.

“Breach of Unsecured PHI” means the acquisition, access, use, or disclosure of PHI in a manner not permitted under HIPAA that compromises the security or privacy of the PHI, as defined in 45 C.F.R. § 164.402.

“Cardholder” means an individual who receives and redeems a Digital Purchase Card or Offer.

“Client” means the organization or entity that has executed or is bound by an iQpay Commercial Agreement.

“Client Content” means any data, files, documents, or content provided by Client or its Authorized Users to iQpay in connection with the Services.

“Commercial Agreement” means the separate iQpay Commercial Agreement executed between iQpay and Client, which this Agreement supplements.

“Confidential Information” means proprietary, nonpublic, or trade secret information disclosed by one Party to the other that is designated as confidential or that should reasonably have been understood as confidential.

“Covered Entity” means a health plan, health care clearinghouse, or health care provider that transmits health information electronically in connection with a HIPAA-covered transaction, as defined in 45 C.F.R. § 160.103.

“Digital Purchase Card or Offer” means any defined value or benefit delivered to a recipient via digital card credentials or other available delivery mechanism, purchased and/or authorized via the Site or Platform. Includes both digital and non-digital formats when applicable.

“End User” means any individual who receives, accesses, or redeems a Digital Purchase Card or Offer issued through the iQpay platform but who has not executed a Commercial Agreement with iQpay.

“ePHI” means electronic Protected Health Information, as defined under HIPAA.

“Fulfillment Partners” means third-party card providers and merchants that fulfill Digital Purchase Cards and Offers and retain title until delivery.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, including the HITECH Act and all implementing regulations, including the Privacy Rule (45 C.F.R. Part 160 and Part 164, Subparts A and E), the Security Rule (45 C.F.R. Part 160 and Part 164, Subparts A and C), and the Breach Notification Rule (45 C.F.R. Part 164, Subpart D).

“Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks and service marks, and all other worldwide intellectual property or proprietary rights (registered or not).

“iQpay” means Bridge Purchasing Solutions, Inc., d/b/a iQpay, Flourish, and Bridgemart, a Delaware corporation, and its affiliated companies.

“Online Account” means the Commercial Account established by iQpay for Client on the Platform.

“PHI or Protected Health Information” means individually identifiable health information transmitted or maintained in any form or medium, as defined in 45 C.F.R. § 160.103.

“Platform” means the iQpay platform made available via the Site and the iQpay portal at https://portal.iqpay.com.

“Program Document” means a Program Proposal or Program Amendment executed between iQpay and Client that describes specific program configurations, pricing, reporting, deliverables, timelines, or other implementation details.

“Restricted Payment Card” means a Digital Purchase Card with benefits restricted to specific SKUs, product categories, merchant categories, or merchants.

“Security Incident” means a breach of security of the Services or an account leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, data in the possession or control of either Party.

“Service Credits” means the program balance displayed to Client representing credits for the distribution of Digital Purchase Cards and Offers, applied to amounts passed through to Fulfillment Partners and iQpay’s fees.

“Services” means all iQpay services, technology, data, programs, professional services, and materials, including Digital Purchase Cards, Offers, the Platform, and the Site.

“Site” means iQpay’s website located at https://iqpay.com.