Waiqo — Terms of Service

Effective date: [DATE] Operator: BLACK FLAG INTERNATIONAL LIMITED ("Waiqo", "we", "us", "our"), a private company limited by shares incorporated in Hong Kong (company no. 3117200, incorporated 30 December 2021), contactable at privacy@wayqo.app.

By downloading, accessing, or using the Waiqo application or website (the "App"), you agree to these Terms of Service (the "Terms"). If you do not agree, do not use the App.

1. What Waiqo is — and is not

Waiqo is a non-custodial software and self-custody wallet provider only. Waiqo provides an interface that lets you: generate and hold a self-custody wallet on your own device; scan supported merchant QR codes; review a quote; and authorize a payment that you sign from your wallet.

Waiqo is not a bank, broker, dealer, exchange, custodian, money services business, or money transmitter. Waiqo does not:

• take custody or control of your private keys, recovery material, stablecoins, or funds at any time;
• accept, hold, pool, or transmit money or value on your behalf;
• convert currency, set exchange rates from its own balance sheet, or pre-fund payouts;
• operate an exchange, order book, or payment system; or
• issue, redeem, or guarantee any stablecoin or other asset.

Waiqo is a technology provider. The regulated activities of currency conversion and payment to a local merchant are performed by independent third-party providers, not by Waiqo (see Section 4).

2. Eligibility and geographic restrictions

To use the App you must:

• be at least 18 years old and able to form a binding contract;
• not be located in, or a national, citizen, or resident of, any jurisdiction subject to comprehensive international sanctions or embargo (including Cuba, Iran, North Korea, Syria, or occupied regions of Ukraine), and not be on any sanctions, OFAC, UN, or prohibited-party list;
• not be a citizen, national, resident, or entity located in the United States of America, including the fifty U.S. States, the District of Columbia, and the Territories and Insular Possessions of the United States (specifically Puerto Rico, Guam, the U.S. Virgin Islands, the Commonwealth of the Northern Mariana Islands, American Samoa, and the U.S. Minor Outlying Islands, pursuant to 31 CFR § 1010.100(hhh)); and
• not be a retail consumer or retail resident of the Hong Kong Special Administrative Region (in compliance with the Hong Kong Stablecoins Ordinance and virtual asset dealing safe harbors).

United Kingdom Regulatory Disclosure: The App and this website provide non-custodial software and technical communications interfaces. They do not constitute an invitation or inducement to engage in investment activity or cryptoasset trading under Section 21 of the UK Financial Services and Markets Act 2000 (FSMA), and are not directed at retail consumers in the United Kingdom.

Availability of any payment route further depends on your residency attestation, identity verification, and the markets a third-party provider makes available to your account. Recognizing a QR standard in the App is not an offer or guarantee that a payment can be completed.

3. Your wallet and self-custody

• Your wallet is generated on your device. Your private keys and recovery material never leave your device and are never known to, or held by, Waiqo.
• You are solely responsible for securing your device, wallet credentials, recovery material, and passphrase, and for all activity authorized from your wallet.
• If you lose your device and your backup, your funds cannot be recovered by Waiqo or anyone else. Waiqo cannot reset, restore, freeze, reverse, or move your assets.
• You alone authorize and cryptographically sign each transaction. Waiqo cannot sign, initiate, or reverse a transaction for you.

4. Third-party conversion and payout providers

• Converting your stablecoins to local currency for payment to a merchant (off-ramp / payout), and any card or bank funding of your wallet (on-ramp), are performed by independent third-party providers and their licensed financial partners — not by Waiqo.
• On your instruction, Waiqo requests a quote from a provider and submits your conversion/payout order to that provider so the provider can process it. Waiqo does this only as a technical interface acting on your request. Waiqo never takes custody or control of your stablecoins, funds, or private keys, never holds or pools value, and never itself moves, converts, or pays money. You authorize and sign each transaction from your own wallet; the provider and its licensed financial partners then receive the stablecoin, perform the conversion, and pay the merchant.
• Your use of a provider's conversion, payout, or funding service is subject to that provider's own terms, fees, exchange rates, identity requirements, limits, and eligibility, which apply to you. Waiqo does not control and is not responsible for a provider's acts, omissions, pricing, or availability.
• A completed blockchain transaction from your wallet is not confirmation that a merchant has been paid. A merchant payment is complete only when the relevant provider reports its terminal settlement status.

5. Identity verification (KYC/AML)

Access to certain features requires identity verification performed by a third-party identity provider. You agree to provide accurate information. Verification media and personal data are handled by the identity and payment providers under their own policies and our Privacy Policy. We, or a provider, may refuse, suspend, or limit access where verification fails or where required by law or a provider's policy.

6. Software Routing Fee and Pricing Transparency

Waiqo operates strictly as a technical software routing interface. Waiqo charges an unbundled, fixed software licensing and routing fee (e.g. USD $0.05 per processed transaction) for providing the client application, routing software, and EMVCo cryptographic parsing engine. Waiqo does not charge any percentage spread, fx mark-up, or money transmission fee. Exchange rates and local fiat payout fees are quoted directly by the independent licensed VASP and Central-Bank licensed acquirers without mark-up by Waiqo. All network (blockchain) gas fees are paid directly by you from your self-custody wallet.

7. Acceptable use

Each time you tap Pay to request a payment quote, you confirm that the funds for that payment come from lawful sources. You may select a payment purpose in the App; if you leave it blank, Waiqo records it as “other” for the provider's transaction record. A provider may request more information or apply its own limits before allowing a payment.

You must not use the App to: break any law or sanctions program; launder money or finance terrorism; evade identity verification; infringe others' rights; or interfere with the App's security or operation. We may suspend access for suspected breach.

8. No professional advice

Information in the App or on our site is for general informational purposes only and does not constitute legal, financial, tax, investment, or accounting advice. Digital assets are volatile and risky. You are responsible for your own decisions and for any tax arising from your use.

9. Disclaimers

The App is provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, availability, or uninterrupted or error-free operation. We do not warrant any outcome of a transaction settled by a third-party provider or the blockchain.

10. Limitation of liability

To the maximum extent permitted by law, Waiqo and its officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, or exemplary damages, or for loss of funds, profits, data, or goodwill, arising from or related to your use of the App, third-party provider services, wallet loss, or blockchain transactions. To the extent liability cannot be excluded, our aggregate liability is limited to [the greater of the fees you paid to Waiqo in the 12 months before the claim, or USD 100].

11. Indemnification

You agree to indemnify and hold Waiqo harmless from claims and costs arising from your use of the App, your breach of these Terms, or your violation of law or a third party's rights.

12. Changes

We may update these Terms. Material changes will be notified in the App or on our site. Continued use after changes take effect constitutes acceptance.

13. Governing law and disputes

These Terms are governed by the laws of the Hong Kong Special Administrative Region, and you and Waiqo submit to the exclusive jurisdiction of the Hong Kong courts (or, at Waiqo's election, arbitration administered by the Hong Kong International Arbitration Centre (HKIAC)), without prejudice to any mandatory consumer-protection rights in your jurisdiction.

14. Contact

BLACK FLAG INTERNATIONAL LIMITED
Registered office: Room 1911A, Unit F, 19/F, Golden Bear Centre, 66 Chai Wan Kok Street, Tsuen Wan, Hong Kong
privacy@wayqo.app