ZEROWALL WALLET USER AGREEMENT
About Your Wallet
This wallet user agreement will be effective for all users as of May 9, 2022.
This wallet user agreement is a contract between you and Zerowall, Inc. governing your use of your Zerowall profile and wallet account and the Zerowall services.
Ifyou are an individual, you must have at least 18 years old, or the age of majority in your state/country of residence to open a Zerowall profile and account and use the Zerowall services. If you are a legal entity, the business must be organized in, operating in, or a resident of any State of US or in the country of incorporation to open a Zerowall wallet account and use the Zerowall Services services.
By opening and using a Zerowall wallet account, you agree to comply with all of the terms and conditions of this user agreement, including the Fee pages, and any upcoming changes described on the Policy Updates page at the time you accept this wallet user agreement (whichchanges will apply to you on the indicated effective dates). These terms include an agreement to resolve disputes by arbitration on an individual basis. You also agree to comply with each of the other terms or agreements on the Legal Agreements page that apply to you and the following additional policies:
Please read carefully all of the terms and conditions of this user agreement, the terms of the above policies, and each of the other terms and agreements that apply to you.
We may revise this agreement and any of the other terms, agreements, or policies from time to time. The revised version will be effective at the time we post it, unless otherwisenoted. If our changes reduce your rights or increase your responsibilities, we will providenotice of such changes.
For personal accounts, notice will include posting information about the changes on our Policy Updates page. If you accepted this user agreement prior to us posting notice of the changes on our Policy Updates page, then such notice will beprovided at least 21 days before the applicable effective date.
For companies accounts, notice will include posting information about the changes on our Policy Updates page or providing information about the changes by other written means (which may include email). If you accepted this user agreement prior to us providing notice of the changes on the Policy Updates page or by otherwritten means, then such notice will be provided at least 5 days before the applicable effective date.
By continuing to use our services after any changes to this user agreement or any of the other applicable terms, agreements, or policies, you agree to abide and be bound by thosechanges. If you do not agree with any changes to this user agreement, you may close youraccount.
Opening a Zerowall Wallet Account
We offer two types of Zerowall wallet accounts: personal Zerowall accounts and companies wallet accounts, both covered by this user agreement.
The functionality on the Zerowall wall wallet includes the settlement of all transactions on Zerowall (payment for subscription of securities, settlement of invoices issued via the Zerowall wallet, settlement of payments via PoS systems and other e-commerce shopping carts)
All Zerowall accounts let you do things like:
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access your Zerowall wallet account and the Zerowall services. You must keep your mailing address, email address and other contact information current in your Zerowall account profile.
Personal Zerowall accounts
You can convert your personal Zerowall wallet account to a company Zerowall account should circumstances change.
Business Zerowall wallets
Business Zerowall wallets may be subject to fees that differ from the fees applicable topersonal accounts
By opening up a business Zerowall wallet or converting a personal Zerowall wallet to a business Zerowall wallet account, you certify to us that you are using it primarily for a business or commercial purpose. You also consent to Zerowall obtaining your personal and/or business credit report from a credit reporting agency at account opening and whenever we reasonably believe there may be an increased level of riskassociated with your business Zerowall wallet.
Closing Your Zerowall wallet
You may close your Zerowall wallet and terminate your relationship with us at any time without cost, but you will remain liable for all obligations related to your Zerowall wallet even after the Zerowall wallet is closed. When you close your Zerowall wallet, we will cancel any scheduled or incomplete transactions. If you have a Balance Account linked toa personal Zerowall wallet, you must withdraw or transfer any funds held in your Balance Account before closing your personal Zerowall wallet, and closing a personal Zerowall wallet will result in Zerowall automatically closing any linked Balance Account.
If you have a company’s Zerowall wallet, you must withdraw or transfer any balance from your business Zerowall wallet before closing it, and if you have not provided the required identifying information to us, or if we are unable to verify the required identifying information you provide, you must transfer any balance in your business Zerowall walletto a linked bank account or debit card.
In certain cases, you may not close your Zerowall wallet, including:
Link or Unlink a Payment Method
You can link or unlink certain payment methods such as a credit card, debit card, a bank account or Zerowall
Credit to your Zerowall wallet. You can also link a Balance Account to your personal Zerowall wallet as a
payment
method and unlink the Balance Account by withdrawing all funds and closing it.
Please keep your payment
method information current (e.g. credit card number and expiration date). If this
information changes, we may update it using information and third-party sources available to us without any
action on your part. If you do not want us to update your card information, you may remove your payment
method from your Zerowall wallet. If we update your payment method, we will keep any preference setting
attached to such payment method. You may choose to confirm your card, so that we can verify that the card is
valid and thatyou are the card owner. To do this, we will charge $X.XX to the card. After the card is confirmed,
we will immediately refund this amount to the card.
Receiving Funds, Holding a Balance or Transferring Funds
Personal Zerowall wallets
Money sent to your personal Zerowall wallet cannot be held as a balance in your personal Zerowall wallet unless the amounts due to Zerowall.
When you receive money to your personal Zerowall wallet, you can:
You also cannot transfer money to your personal Zerowall wallet to be held as a balance in your personal Zerowall wallet. You will need to open a Balance Account to hold the money as a balance in your Balance Account, which can be used for transfer funds.
Except as provided below, any balance in your Balance Account and any funds sent to you which have not yet been transferred to a linked bank account or debit card if you do not have a Balance Account, represents an unsecured claim against Zerowall and is not insured by the Federal Deposit Insurance Corporation (FDIC).
Zerowall is not a bank and does not itself take deposits. You will not receive any interest onthe funds held with Zerowall.
Zerowall does not act as a payment method to fund transactions with merchants forgoods and services or to send or request money from friends and family.
Business Zerowall wallets
Money sent to a business Zerowall wallet can be held directly as balance in the businessZerowall wallet. The balance functionality in your business Zerowall wallet will differ depending on whether we have been able to verify the required identifying information that you provide to us
The required identifying information is:
If we have not verified the required identifying information, a balance in your business Zerowall wallet can only be held in your business Zerowall wallet and transferred to a linked bank account or debit card or you can request Zerowall to send you the money by check (subject to a non-refundable fee of $X.XX, which will be deducted from the amount of the withdrawal). Your balance may also be used to fund payments or money owed to Zerowall, such as payments on your Zerowall user obligations.
If we have verified the required identifying information, a balance can be held in your business Zerowall wallet, transferred to a linked bank account or debit card, used to makepurchases or send money to others by deduction the amounts due to Zerowall.
If you have a business Zerowall wallet and we have verified the required identifying information that you have provided to us, you may transfer money to the balance of yourbusiness Zerowall wallet from any bank account linked to your business Zerowall wallet by requesting an electronic transfer from your bank account. If we have not verified therequired identifying information that you have provided to us, you cannot add funds to your balance in a business Zerowall wallet.
You can withdraw balance from your business Zerowall wallet by:
Any balance you hold in your business account represents an unsecured claim against Zerowall and is not insured by the Federal Deposit Insurance Corporation (FDIC).
Zerowall is not a bank and does not itself take deposits. You will not receive any interest onthe funds held with Zerowall.
Zerowall company’s wallet can be used to pay for goods and services using PoSs and e-commerce.
Restrictions on transfers or withdrawals from Zerowall wallets
To protect us and our users from loss, we may delay a withdrawal, in certain situations, including if we need to confirm that you have authorized the withdrawal or if other payments to your Zerowall wallet have been subject to a reversal (for example, as a resultof a charge-back, bank reversal, etc.. If we place a limitation on your Zerowall wallet, a payment is subject to a hold, or your account or an associated account has a negative balance in any currency while a withdrawal from your Zerowall wallet ispending, you will have to re-initiate the withdrawal once the limitation or hold has beenlifted, or negative balance is fully paid off.
We may set limits on your withdrawals, and you can view any withdrawal limit by logging into your Zerowall wallet. Completing two out of three of the following steps can help us verify your Zerowall wallet, which may allow us to remove any withdrawal cap:
Managing Your Money in Multiple Currencies
Holding currency other than U.S. dollars
Your balance in your business Zerowall wallet or in your Balance Account, if you have one, may be held in currencies other than U.S. dollars
If you hold a balance in your business Zerowall wallet or in your Balance Account:
To receive money in a currency your account is not currently configured to accept, it maybe necessary to create a balance in your business Zerowall wallet or in your Balance Account, in that currency or convert the money into another currency. Certain currencies can only be received by converting the money into another currency that Zerowall allows you to hold. If the money is converted, Zerowall’s transaction exchange rate (including our currency conversion spread) will be used.
Zerowall will inform previously currency conversion spread.
You are responsible for all risks associated with maintaining multiple currencies in a Balance Account or business Zerowall wallet. You may not manage or convert multiple currencies for speculative trading purposes, conversion arbitrage, conversion options, orany other activity that Zerowall determines is primarily for the purpose of gaining or making money based on currency conversion rates. Zero wallt may hold, cancel, or reverseany transaction we determine to violate this policy.
How we convert currency
If Zerowall converts currency, it will be completed at the transaction exchange rate we set for the relevant currency exchange. The transaction exchange rate is adjusted regularly and includes a currency conversion spread applied and retained by us on a base exchange rate to form the rate applicable to your conversion. The base exchange rate is based on rates within the wholesale currency markets on the conversion day or the prior Business Day; or, if required by law or regulation, set at the relevant government reference rate(s).
If we cannot communicate with you at the time you authorize an in-person payment (for example, because you or the seller do not have connectivity at the time you authorized the transaction), and we perform a currency conversion for that payment, we will use the transaction exchange rate in effect at the time the payment transaction is processed by theseller.
For some uses of your Zerowall wallets, Zerowall may determine currency conversion isnecessary. The applicable currency conversion spread can be found on our Fees page under the heading Currency conversion.
Currency conversion choices
When your payment is funded by a debit or credit card and Zerowall determines a currencyconversion is necessary, you consent to and authorize Zerowall to convert the currency in place of your debit or credit card issuer. You may have the right to have your card issuer perform the currency conversion, if applicable for that card issuer and network. Currencypreference selections may be presented to you in various forms, including setting the currency of your card, a choice of which currency is used for the transaction, whether Zerowall or your card issuer performs the conversion, or which conversion rate is used for the transaction, and may be made available individually for each card and for each automatic payment agreement. If your card issuer converts the currency, your card issuer will determine the currency conversion rate and what fees they may charge.
Zerowall will always perform the conversion for transactions where your Balance Account balance, business Zerowall wallet balance or linked bank account is the payment method.
Account Statements
You have the right to receive an account statement showing your Zerowall wallet activity.You may view your Zerowall wallet statement by logging into your Zerowall wallet. If you have a Balance Account linked to your personal Zerowall wallet, you will receive two statements: one showing all transactions in your personal Zerowall wallet and an additional statement showing only transactions involving your Balance Account.
Sending Money and Buying
Sending Money to a Friend or Family Member.
Sending money
You can send money to a friend or family member using the send money feature in your Zerowall wallet (sometimes called “personal payments” or “peer-to-peer/P2P payments”). You can send money to a friend or family member even if they don’t have a Zerowall wallet at the time you send them money, using their email address or mobile number in any currency that Zerowall supports, and you can choose which payment method you want to use. If the person to whom you are sending money does not have a Zerowall wallet, they can claim it by opening a Zerowall wallet. If they don’t claim it, it will be refunded to you.
We may, at our discretion, impose limits on the amount of money you can send, including money you send for purchases. You can view any sending limit by logging intoyour Zerowall wallet.
When you send money to a friend or family member who has a Zerowall wallet, one of two things may happen: they may accept or decline the money. If they decline to acceptthe money, the money (including any fees you were charged) will be refunded to:
Fees for Sending Money to Friends and Family
The fees applicable to sending money will be disclosed to you in advance each time you initiate atransaction to send money to a friend or family member. If you convert money in your Balance Account balance or in your business Zerowall wallet balance from one currencyto another before sending money, Zero wall’s transaction exchange rate (including our currency conversion spread) will be used. If you use your credit card as the payment method when sending money, you may also be charged a cash-advance fee by your cardissuer
If you send money to a friend or family member from a third party (non-Zerowall) website or by using a third party’s product or service, then the third party will determine if the sender or recipient pays the fee. This will be disclosed to you by the third party before thepayment is initiated.
You can also use the send money feature in your Zerowall wallet to pay for goods or services. You will not be charged any transaction fee for sending money to purchase goods or services as long as you choose the “send money to pay for goods and services”feature in your Zerowall wallet. In that case, the seller will pay a fee. You must not use the “send money to a friend or family member” feature in your Zerowall wallet when you are paying for goods or services.
Buying Something From, Donating to, or Returning Something to, a Seller Who Accepts Zerowall
How to buy something or make a donation
You can buy something from a seller who accepts Zerowall or make a donation, in any currency that the recipient accepts and that Zerowall supports using any payment method linked to your Zerowall wallet. This includes, for example:
If the seller you are buying from sells goods or services and that seller does not alreadyhave a Zerowall wallet, they can claim your payment by opening a Zerowall wallet. If they don’t open a Zerowall wallet within 30 days, your purchase will be refunded.
In order to manage risk, Zerowall may limit the payment methods available for a transaction when you buy something or make a donation. In addition, payment methods may be limited for certain sellers or recipients, including Zerowall payments made throughcertain third-party websites or applications.
When you authorize a payment to a seller who accepts Zerowall wallet, some sellers may take up to 30 days to complete the transaction. In these instances, your payment may appear as a pending order in your Zerowall wallet. In that case, your authorization of the payment will remain valid until the seller completes the transaction (but no longer than 30 days). If you used a debit or credit card as the payment method, your debit or credit card issuer also may show a pending authorization for a period of time until they release the hold or receive a completed transaction. If your payment requires a currency conversion by us, Zerowall’s transaction exchange rate (including a currency conversion spread) will be used,and may be the rate at the time the payment is processed.
Fees
When you buy something from a seller who accepts Zerowall or make a donation, you don’t pay a fee to Zerowall. If Zerowall performs a currency conversion for your purchase ordonation, Zerowall’s transaction exchange rate (including our currency conversion spread)will be used. Your debit or credit card issuer may also charge you a separate fee for non-U.S. transactions
In addition you may be required to pay a fee to Zerowall if you are making a purchase using Zerowall Business Payments and the seller discloses to you that you, as the buyer,must pay the fee.
Payment review
When Zerowall identifies a potentially high-risk transaction, we review the transaction more closely before allowing it to proceed. When this happens, Zerowall will place a hold on the transaction and notify the seller to delay shipping of the item. As a buyer, this maydelay your receipt of the item you purchased. If we clear the transaction, we will notify the seller and direct them to ship the item. If we don’t clear the transaction, we will cancel it and return the funds to you, unless we are legally required to take other action.
Automatic payments
You can agree with a seller who accepts Zerowall to use Zerowall as the payment method forfuture purchases with that seller. This agreement is between you and the seller and allowsyou to pay the seller on a one-time, recurring or sporadic basis. Examples of automatic payments that can be arranged by you either with a seller or with Zerowall include those that Zerowall calls a “billing agreement,” "subscription," "recurring payment,” “reference transaction,” "pre-authorized transfer" or "pre-approved payment."
If you have a personal Zerowall wallet, you may cancel a recurring automatic payment upto 3 Business Days before the date of the next scheduled payment from your account settings or by contacting us through the Zerowall Help Center, or by calling Zerowall at (XXX) XXXXXX.
Once your automatic payment is canceled, all future automatic payments under your agreement with that seller will be stopped. If you cancel an automatic payment, you maystill owe the seller money for the purchase or have additional obligations to the seller forany goods or services that you receive but have not paid for.
If you have given advance authorization, either to a seller or to Zerowall, that permits a seller to take or receive payments from your Zerowall wallet on a regularly recurring basis (for example, every month or otherwise on a routine billing cycle), and if such payments will vary in amount, you have the right to advance notice of the amount and date of the transfer from the seller at least 10 days before the transfer is made. If the sellerprovides the option, you may choose to receive this advance notice only when the amountof your automatic payment will fall outside a range established between you and the seller.
If you have authorized an automatic payment and Zerowall performs currency conversionfor an automatic payment transaction, Zerowall will use the transaction exchange rate (including Zerowall’s currency conversion spread) in effect at the time the automatic payment transaction is processed.
Refunds
When you buy something from a seller online using Zerowall and the transaction is ultimately refunded, the money will typically be refunded to the original payment methodyou used for the transaction if you used a debit card, credit card, Zerowall Credit, or a balance in your Balance Account or business Zerowall wallet.
If you used a bank account linked to a personal Zerowall wallet as the payment method for the transaction, we will attempt to refund the money to your bank account. If we are unable to do so, we will refund the money to your linked Balance Account if you have one. If you do not have a Balance Account, the money will be waiting for you to claim byusing one of the available transfer methods under Receiving Funds, Holding a Balance orTransferring Funds for personal Zerowall wallets.
If you used a bank account linked to a business Zerowall wallet as the payment method for the transaction, we will attempt to refund the money to your bank account. If we areunable to do so, we will refund the money to your balance in your business Zerowall wallet.
For purchases you make in a seller’s store location that you paid for using your personal Zerowall wallet and the transaction is ultimately refunded, the money will be refunded to your Balance Account if you have one. If you do not have a Balance Account, the moneywill be waiting for you to claim by using one of the available transfer methods under Receiving Funds, Holding a Balance or Transferring Funds for personal Zerowall wallets.
For purchases you make in a seller’s store location that you paid for using your business Zerowall wallet and the transaction is ultimately refunded, the money will be refunded toyour balance in your business Zerowall wallet.
If Zerowall performed currency conversion for your transaction and a refund is issued:
Money will be refunded in the currency you paid; or if we are unable to refund in the currency you paid, in your primary holding currency; or we are unable to refund in yourprimary holding currency, then in U.S. dollars.
Payment Method Used for My Transaction
Selecting a preferred payment method
You can choose any of the payment methods in your Zerowall wallet as your preferred payment method. There may be times when your preferred payment method cannot be used, for example, if you select a credit card that is expired.
You can set separate preferred payment methods for online transactions, in-store transactions, and each of your automatic payment agreements, as described below.
If you have chosen a preferred payment method, it will be shown as the primary methodof payment.
If no preferred payment method, it’s still your choice.
The availability of certain payment methods may be limited based on that particularselleror the third-party website you are using to complete the transaction.
If you have not selected a preferred payment method, or your preferred payment methodis unavailable, we will show you available payment methods, including the payment method you used most often or most recently, at the time of transaction. You can also click on the “Manage” link to see all of your available payment methods, or add a newone, and select a payment method during the transaction.
Backup payment method
Certain one-time online transactions may require that a backup funding method be used in the event that your selected or preferred payment method is unavailable. In those instances, the backup funding method may be displayed to you on your transaction review page, before you complete the transaction. Note that this only applies for one- time, online transactions, and not for in-store or automatic payments. If Zerowalll determines currency conversion is necessary for a transaction that also requires a backuppayment method, you may not be able to separately choose whether Zerowall or your cardissuer performs the currency conversion on your backup payment method.
Sending money to friends and family
When you send money to friends and family within the U.S. using balance in your Balance Account linked to your personal Zerowall wallet, the balance in your business Zerowall wallet, or your bank account, we waive all fees, so we always show you these payment options first, even if you have a set preferred payment method for your online purchases. Remember, you always have the choice to select any payment method in yourZerowall wallet by clicking the “Change” link on the Send Money page. If you select a payment method with a fee, we will always show you the fee before you send money.
Automatic payments
Some sellers allow you to store Zerowall as the way you pay when making purchases on their site, so you can check out faster. Often, this entails creating an agreement with theseller that permits them to request that we charge your Zerowall wallet each time you make a purchase. To help minimize disruptions in your automatic payments, we may update your Payment Method information.
When you first set up an automatic payment agreement, you may have the option to set up a preferred payment method for such agreement. You can review, set, or change a preferred payment method for an automatic payment agreement in your account settingson www.zerowall.com.
Your preferred payment method for an automatic payment agreement will be used for transactions with thatseller. If you have available balance in a linked Balance Account,that balance may be used before your preferred payment method.
If you have not set a preferred payment method for an automatic payment agreement, or if your preferred payment method for an automatic payment agreement is unavailable (for example, because it is expired or has insufficient funds) the payment method used will bein the following order, if applicable:
Bank account transfers
When you use your bank account as a payment method, you are allowing Zerowall to initiate a transfer from your bank account to the recipient. For these transactions, Zerowallwill make electronic transfers from your bank account in the amount you specify. You authorize Zerowall to try this transfer again if the initial transfer is rejected by your bank for any reason.
If you use your Zerowall wallet to pay for an item and you select your bank account as thefunding method for the transaction, remember that your Zerowall wallet is issued to you by Zerowall and not your bank. The terms, benefits, and protections associated with your Zerowall wallet may vary from those that apply to your bank account. If you use your Zerowall wallet to make a purchase that exceeds the balance in your linked bank account, you could incur overdraft fees, even if you chose not to allow overdrafts with your bank. Similarly, the liability limits applicable to your Zerowall wallet may differ from those applicable to your bank account.
E-check
E-check is a payment method where you use your bank account as your payment method,and the payment is not received by the recipient until the transaction is processed from the bank. This process usually takes 3-5 Business Days, but this amount of time will increase if the payment is sent from a bank account located outside the United States.
Debit card processing
Zerowall will process your debit or prepaid card funded transactions through either the ATM debit network or the Visa, MasterCard or Discover network. If we process yourdebit or prepaid card through an ATM debit network, we may provide you with the opportunity to switch to a Visa, MasterCard or Discover network by changing your preferences for that debit or prepaid card through your Zerowall wallet profile.
Selling and Accepting Payments
Accepting Payments
Receiving payment
If you use your Zerowall wallet to receive payments for the sale of goods or services or toreceive donations, you must:
If you do so, Zerowall may remove your Zerowall wallet’s ability to accept payments from friends or family members.
By integrating into your online checkout/platform any functionality intended to enable apayer without a Zerowall wallet to send a payment to your Zerowall wallet, you agree to all further terms of use of that functionality which Zerowall will make available to you on any page on the Zerowall website.
Receiving donation payments
If you use your Zerowall wallet to accept donations, including using the GenerosityNetwork, the Donate Button, or Zerowall Checkout for Donations, you must:
No surcharges
You agree that you will not impose a surcharge or any other fee for accepting Zerowall as apayment method. You may charge a handling fee in connection with the sale of goods or services as long as the handling fee does not operate as a surcharge and is not higher thanthe handling fee you charge for non-Zerowall transactions.
Taxes and information reporting
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”). It is your responsibility to determinewhat, if any, taxes apply to the payments you make or receive, and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority. Zerowalll is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction.
You acknowledge that we may make certain reports to tax authorities regarding transactions that we process. For example, Zerowall is required to report to the Internal Revenue Service the total amount of payments for goods and services you receive each calendar year into all of your Zerowall wallets associated with the same tax identificationnumber once you receive more than:
i. $20,000 in payments for good and services and
ii) process more than 200 transactions involving goods or services through those Zerowall wallets in the same calendar year (the “Reporting Threshold”). After December 31, 2021, the Reporting Threshold will be reduced to $600 in aggregate payments for goods or services, with no minimum transaction requirement. Zerowall is also required to report payments for goods and services to applicable state and local governments.
Zerowall’s IRS, state, and local reporting obligations are not limited to payments you receive for goods and services transactions. If you receive other types of income (for example, proceeds from the sale of cryptocurrency), these are reportable payments by theaforementioned tax authorities, and Zerowall will send you any necessary forms 1099s or 1042-s. These forms will also be transmitted to the relevant tax authority.
Taxpayer Identification Number and Withholding Tax
Zerowall may request that you provide your tax identification number and/or a U.S. tax form such as W-9 or W-8. If you do not provide Zerowall the requested information and documentation, you understand and agree that you may be subject to account limitationsand federal and state withholding tax at the applicable rates on all US source income payments received. Zerowall will send all withholding taxes to the appropriate taxing authorities and cannot refund those amounts.
Your customer service information, refunds and returns policy, and privacy policy
You must publish customer service information with clear instructions on how your customers can contact you. Such instructions must include at least:
1. one active customer service email address or active customer service URL to file tickets for assistance and/or
2. one active customer service telephone number. Such information must be readily accessible for review by your customers.
You must publish a refunds and returns policy.
You must publish a privacy policy, where required by law.
Payment review
Zerowall reviews certain potentially high-risk transactions. If Zerowall determines, in its solediscretion, that a transaction is high-risk, we place a hold on the payment and provide notice to you to delay shipping of the item. Zerowall will conduct a review and either complete or cancel the payment. If the payment is completed, Zerowall will provide noticeto you to ship the item. Otherwise, Zerowall will cancel the payment and the funds will be returned to the buyer, unless we are legally required to take other action. We will notify you about payment reviews by email and/or through your Zerowall wallet
In-store payments and QR code transactions
If you accept Zerowall payments at your physical store, you must communicate the totalamount of the transaction to the customer before it takes place. You may charge your customer’s account only for transactions that they have authorized. You must also provide customers with a physical receipt if they request one. You agree that any transaction that you make shall have an accurate and true description of the goods andservices being purchased.
If you use a QR code to accept payments in your physical store, you must use a QR codeintended for goods and services transactions. You must also not use QR codes intended for in-person transactions as a method of accepting payment for goods and servicestransactions occurring online. For any buyer claims related to QR code transactions, youmay be required to provide us with alternative evidence of delivery or such additional documentation or information relating to the transaction.
Marketplace sellers
If you’re a seller on a marketplace or through a third-party application where Zerowall is offered, you must comply with any rules that apply to the marketplace’s or the third-partyapplication’s buyer protection program for sales you make through that forum. Any such protections may require you to take certain actions and may impact how claims are processed.
Card not present transactions
Whenever a buyer uses a debit or credit card as the payment method for a transaction using their account to buy something from you as a seller, the transaction will be processed as a “card not present” transaction, even if the buyer is at your store location.
Accepting pre-authorized payments
As a seller, you can accept payments from a buyer’s account through pre-authorized transfers either on a one-time, regular or sporadic basis. This type of transaction is sometimes called a “billing agreement,” "subscription," "recurring payment,” “referencetransaction,” "pre-approved payment" or "automatic payment".
If you receive pre-authorized payments from buyers:
| You must | You must not |
| 1. Get each buyer’s prior authorization for the
amount, frequency, and duration of any such
payment. 2. Provide a simple and easily accessible online cancellation procedure, if buyerssign up for preauthorized payments online. 3. Provide buyers the ability to stop any such payment up to 3 Business Days before the date scheduled for payment. 4. Notify the Buyer at least 10 days in advance of the amount of each pre-authorized payment if the pre-authorarized payment will vary from the pre-authorized amount or (at the buyer’s option) any payment that is in an amount that falls outside of the pre-authorized range. |
Restart future payments without the buyer’s written consent, if a buyer has stopped or canceled a preauthorized payment. |
Transaction Fees for Online and In-Store Payments
Your Zerowall transaction fees depend on:
1. the country of the buyer’s account or the currency of their card;
2. whether you are registered as a charitable organization and have active 501(c)(3) status. Your 501(c)(3) status must be documented with Zerowall to receive the rates applicable to charitable organizations, and those rates will apply only after you document your status with us.
Standard transaction fees
Zerowall will inform previously the applicable fees.
Zerowall may revise the fees applicable to future transactions that you process using Zerowall, subject to the
applicable notice requirements set forth herein.
Your responsibility to notify Zerowall of pricing or fee errors
Once you have access to any account statement(s) or other account activity information made available to you by Zerowall with respect to your business account(s), you will have sixty (60) days to notify Zerowall in writing of any errors or discrepancies with respect to the pricing or other fees applied by Zerowall. If you do not notify Zerowall within such time frame, you accept such information as accurate, and Zerowall shall have no obligation to make any corrections, unless otherwise required by applicable law. For the purposes ofthis provision, such pricing or fee errors or discrepancies are different than Unauthorized Transactions and other electronic transfer Errors which are each subject to different notification time frames as set forth in this user agreement.
Refunds, Reversals and Charge-backs
General information
If you receive a payment for selling goods or services that is later refunded or invalidatedfor any reason, you are responsible for the full amount of the payment sent to you plus any fees (including any applicable chargeback fee or Dispute fee). Whenever a transaction is refunded or otherwise reversed, Zerowall will refund or reverse the transaction from your Zerowall wallet. If a currency conversion is necessary (for exampleif the balance in your Balance Account or your business Zerowall wallet for a particular currency is insufficient to cover the amount of a refund or reversal, or if the buyer paid ina different currency), Zerowall will perform a currency conversion in order to refund or reverse the transaction. Zerowall’s transaction exchange rate (including our currency conversion spread) at the time the refund or reversal is processed will be used.
If you refund a transaction, we’ll retain the fees you paid.
Payments that are invalidated and reversed
Payments to you may be invalidated and reversed by Zerowall if:
When you receive a payment, you are liable to Zerowall for the full amount of the paymentsent to you plus any fees if the payment is later invalidated or reversed for any reason. If the buyer paid in another currency, the full amount of that payment may be calculated in that currency, using the Zerowall transaction exchange rate (including our currency conversion spread) that applies at the time the refund or reversal is processed. If the balance in your Balance Account or business Zerowall wallet doesn’t cover the payment amount due plus the fees, we may use any of the payment methods linked to your Zerowall wallet to cover the amount due. If the payment methods linked to your Zerowall wallet don’t cover the amount due, this will result in a negative balance. A negative balance represents an amount that you owe to us, and, in this situation, you must immediately addfunds to your balance to resolve it. If you don’t, Zerowall may:
Dispute fees
Zerowall will charge a Dispute fee to sellers for facilitating the online dispute resolution process for transactions that are processed either through a buyer’s Zerowall wallet or through a Zerowall Guest Checkout. The Dispute feeapplies when the buyer pursues a claim directly with Zerowall, a chargeback with their card issuer, or a reversal with theirbank. The Dispute fee will be charged in the currency which you selected for the original transaction listing. If the transaction was in a currency not listed in the Dispute fee table, then the fee charged will be in your primary holding currency. The Dispute fee will be deducted from your Zerowall wallet after the claim isdecided.
The Dispute fee amount will be determined when the dispute case is created. The fee is based on the ratio of all Item Not Received and Significantly Not as Described claims you receive compared to the total amount of your sales for the previous three calendar months. Your total claims include all Item Not Received and Significantly Not as Described claims that are filed either directly with and escalated to Zerowall or with the buyer’s card issuer or bank. Your total claims do not include claims for Unauthorized Transactions. For example, for the month of September, your dispute ratio will be calculated by considering your total claims to sales ratio over June, July, and August. Theclaims ratio for September will determine the Dispute fee for all claims filed in October. Your total claims include all claims filed directly with and escalated to Zerowall, except claims for Unauthorized Transactions; and all charge-backs from the buyer’s card issueror reversals from the buyer’s bank
If your dispute ratio is 1.5% or more and you had more than 100 sales transactions in theprevious three full calendar months, you will be charged the High Volume Dispute fee for each dispute. Otherwise, you will be charged the Standard Dispute fee for each dispute.
You will not be charged a Standard Dispute fee for disputes that are:
You will not be charged a High Volume Dispute fee for disputes that are:
Sellers charged High Volume Dispute fees may be required to provide a remediation plan which includes an explanation of the cause of the increased dispute rate, the actionstaken to reduce disputes, and the time lines for those actions.
Disputes listed above may be excluded from being charged Standard Dispute fee or High Volume Dispute fee, but the claim itself may still be included in the overall calculation of your dispute ratio
If you engage in a Restricted Activity, Zerowall may charge the High Volume Dispute fees for all current and future disputes, irrespective of your dispute ratio or sales volumes,given Zerowall’s increased involvement as a result of such Restricted Activity.
Charge-back fees
For transactions that are not processed either through a buyer’s Zerowall wallet or through a Zerowall Guest Checkout, and where the buyer pursues a charge-back for the transaction with their card issuer, then Zerowall will charge you a Charge-back fee for facilitating the charge-back process . This fee with apply regardless of whether the buyer issuccessful in pursuing the charge-back with the card issuer.
The applicable charge-back fee will be deducted from your Zerowall wallet. The charge-back fee is applied as specified in the Charge-back Fee table and will be charged inthe currency which you selected for the original transaction listing. If the transaction wasin a currency not listed in the Charge-back fee table, the fee charged will be in your primary holding currency.
Impact of various purchase protection processes on sellers
You should read and understand Zerowall’s Purchase Protection program, and if you sell goods and services to buyers with Zerowall wallets in countries other than your own, you also should be familiar with the purchase protection available to buyers in each of those countries. Buyers’ rights under these programs may impact you as a seller.
If you lose a claim under Zerowall’s Purchase Protection program in any country:
Zerowall’s Seller Protection Program
Zerowall Advertising Program
The Zerowall Advertising Program enables you to promote Zerowall services, including Zerowall’s pay later offers, through Zerowall-hosted banners and buttons on your websites or in your customer emails. Zerowall may change the content provided through this program at any time for any reason, and Zerowall may choose to discontinue the Zerowall AdvertisingProgram at any time.
If you participate in this program:
| You must | You must not |
| Comply with all integration requirements provided
by Zerowall or each authorized third party, including
those withrespect to accurate presentation of all
Zerowallrelated information. Only use the code forZerowall content as provided by Zerowall. Use the Zerowall content inits entirety with all the links and language provided by Zerowall and without modification by you. Immediately remove all Zerowall content from your sites and customer communications and/or cooperate with Zerowall or your third-party provider to do so, if you stop using a qualifying Zerowall payments solution. Keep all Zerowall content current and up to date, including by cooperating with Zerowall to manually update the Zerowall content as its appears on your sitesor in your communications and repair or reinstall the codeto facilitate future updates. Comply with applicable advertising laws, regulations and standardsissued by governmental authorities or advertising self-regulatory bodies including but not limited to the digital advertising standards issued by the Network Advertising Initiative. |
Modify any Zerowall content or its
presentation in any way. Copy Zerowall content from other websites. Create, display or host yourown Zerowall content, unlessauthorized by Zerowall in writing. Post Zerowall content on social media networks or platforms or anywhere else, unless authorized by Zerowallin writing. Display any non-current Zerowall content. Display any non-current Zerowall content. |
If you promote the use of Zerowall’s pay later offers on your sites and customercommunications through the Zerowall Advertising Program, there are additionalrequirements that apply. If you receive customer inquiries relating to:
Zerowall Services, then you must direct the customer to Zerowall Credit CustomerService at (XXX) XXXXXXX.
Zerowall, then you must direct the customer to Zerowall Customer Service.
You are responsible for any damages suffered by Zerowall or any third parties resulting from your failure to follow the rules of the Zerowall Advertising Program, and if you violate these rules, Zerowall may modify or remove the Zerowall content you are presentingor require you to remove or modify it immediately. If you fail to follow these rules, we may limit or close your Zerowall wallet.
Restricted Activities, Holds, and Liquidated Damages
Restricted Activities
In connection with your use of our websites, your Zerowall wallet, the Zerowall services, orin the course of your interactions with Zerowall, other Zerowall customers, or third parties, you must not:
Actions We May Take if You Engage in Any Restricted Activities
If we believe that you have engaged in any of these activities, we may take a number of actions to protect Zerowall, its customers and others at any time in our sole discretion. Theactions we may take include, but are not limited to, the following:
If we close your Zerowall wallet or terminate your use of the Zerowall services for any reason, we’ll provide you with notice of our actions and make any unrestricted funds heldin the balance of your Balance Account linked to your personal Zerowall wallet or in the balance of your business Zerowall wallet, or any money waiting to be claimed through your personal Zerowall wallet if you do not have a Balance Account linked to your personal Zerowall wallet, available for withdrawal.
You are responsible for all reversals, charge-backs, claims, fees, fines, penalties and otherliability incurred by Zerowall, any Zerowall customer, or a third party caused by or arising out of your breach of this agreement, and/or your use of the Zerowall services.
Holds, Limitations, and Reserves
What are holds, limitations and reserves
Under certain circumstances, in order to protect Zerowall and the security and integrity ofthe network of buyers and sellers that use the Zerowall services, Zerowall may take account-level or transaction-level actions. Unless otherwise noted, if we take any of the actions described here, we’ll provide you with notice of our actions, but we retain the sole discretion to take these actions. To request information in connection with an account limitation, hold or reserve, you should visit the Zerowall Resolution Center or follow the instructions in our email notice with respect to the limitation, hold or reserve. Account holds or limitations may impact your ability to move funds.
Our decision about holds, limitations and reserves may be based on confidential criteria that are essential to our management of risk and the protection of Zerowall, our customers and/or service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your Zerowall wallet. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. You agree that we have no obligation to disclose the details of ourrisk management or security procedures to you.
In order to facilitate Zerowall’s actions described above and allow us to assess the level ofrisk associated with your Zerowall wallet, you agree to cooperate with Zerowall’s reasonable requests for financial statements and other documentation or information in atimely fashion.
Holds
A hold is an action that Zerowall may take under certain circumstances either at the transaction level or the account level. When Zerowall places a temporary hold on a payment, the money is not available to either the sender or the recipient. Zerowall reviewsmany factors before placing a hold on a payment, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction. Some common situations where Zerowall will hold payments include:
Holds based on Zerowall’s risk decisions
We may place a hold on payments sent to your Zerowall wallet if, in our sole discretion, we believe that there
may
be a high level of risk associated with you, your Zerowall wallet, or your transactions or that placing such a
hold is
necessary to comply with stateor federal regulatory requirements. We make decisions about whether to place a
paymenthold based on a number of factors, including information available to us from both internal sources and
third parties. When we place a hold on a payment, the funds will appear in your Zerowall wallet with an
indication
that they are unavailable or pending.
We’ll notify you, either through your Zerowall wallet or directly by
phone or email,whenever we place a hold.
Risk-based holds generally remain in place for up to 21 days from the date the paymentwas received into your Zerowall wallet. We may release the hold earlier under certain circumstances (for example, if you’ve uploaded shipment tracking information related tothe transaction), but any earlier release is at our sole discretion. The hold may last longerthan 21 days if the payment is challenged as a payment that should be invalidated and reversed based on a disputed transaction as discussed in the following paragraph below. In this case, we’ll hold the payment in your Zerowall wallet until the matter is resolved (but no longer than 180 days)
Holds related to Marketplace transactions
If you’re a seller on a marketplace or through a third-party application where Zerowall is offered, a hold may be placed on a payment sent to you at the instruction of the applicable marketplace or third party. This is done once you have granted us permissionto have your funds held and will be in accordance with your agreement with the third party. These holds will appear in your Zerowall wallet. If you have questions about whythe applicable marketplace or third party instructed Zerowall to put these holds in place, you will need to contact the marketplace or third party directly.
Holds based on disputed transactions
If a payment sent to you as a seller is challenged as a payment that should be invalidated and reversed, we may place a temporary hold on the funds in your Zerowall wallet to cover the amount that could be reversed. Any of the situations described under Refunds,Reversals and Charge-backs are situations that could result in us placing a hold on a payment. If we determine the transaction should not be reversed, we’ll lift the temporary hold. If we determine the transaction should be reversed, we’ll remove the funds from your Zerowall wallet.
Account Limitations
Limitations are implemented to help protect Zerowall, buyers and sellers when we notice restricted activities, an increased financial risk, or activity that appears to us as unusual orsuspicious. Limitations also help us collect information necessary for keeping your Zerowall wallet open.
There are several reasons why your Zerowall wallet could be limited, including:
Unless a permanent limitation is placed on your account, you will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a riskstill exists after you have provided us that information, we may take action to protect Zerowall, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.
Reserves placed on business Zerowall wallets
We may place a reserve on your business Zerowall wallet at any time if we believe there may be a high level of risk associated with you, your business Zerowall wallet, your business model, or your transactions. When we place a reserve on your business Zerowall wallet, it means that all or some portion of the money in your business Zerowall wallet is reserved as unavailable for withdrawal in order to protect against the risk of transactions made by you being reversed or invalidated or any other risk related to your business Zerowall wallet or use of the Zerowall services. We make decisions about whether to place a reserve based on a number of factors, including information available to us from both internal sources and from third parties.
Zerowall considers a list of non-exclusive factors and whether and how these factors havechanged over time, including:
There are two categories of reserves that may be placed on your business Zerowall wallet,and one or both may be applied at the same time:
If we place a reserve on funds in your account, the funds will be shown as "pending" andwe’ll notify you of the terms of the reserve.
If we change the terms of the reserve due to a change in our risk assessment, we’ll notifyyou of the new terms
Court Orders, Regulatory Requirements or Other Legal Process
If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from your Zerowall wallet, placing a reserve or limitation on your Zerowall wallet, or releasing your funds. We will decide, inour sole discretion, which action is required of us. Unless the court order, applicable law,regulatory requirement or other legal process requires otherwise, we will notify you of these actions. We do not have an obligation to contest or appeal any court order or legal process involving you or your Zerowall wallet. When we implement a hold, reserve or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold, reserve or limitation may remain in place longer than 180 days.
Liability for Unauthorized Transactions and OtherErrors
Protection from Unauthorized Transactions
To protect yourself from unauthorized activity in your Zerowall wallet, you should regularly log into your Zerowall wallet and review your Zerowall wallet statement. Zerowall will notify you of each transaction by sending an email to your primary email address on file. You should review these transaction notifications to ensure that each transaction wasauthorized and accurately completed.
Zerowall will protect you from unauthorized activity in your Zerowall wallet. When this protection applies, Zerowall will cover you for the full amount of the unauthorized activityas long as you cooperate with us and follow the procedures described below
What is an Unauthorized Transaction
An “Unauthorized Transaction” occurs when money is sent from your Zerowall wallet that you did not authorize and that did not benefit you. For example, if someone steals orfraudulently obtains your password, uses the password to access your Zerowall wallet, and sends a payment from your Zerowall wallet, an Unauthorized Transaction has occurred.
What is not considered an Unauthorized Transaction
The following are NOT considered Unauthorized Transactions:
Reporting an Unauthorized Transaction
If you believe your Zerowall login information has been lost or stolen, please contact Zerowall customer service immediately or call: (XXX) XXX-XXX or write to:
Zerowall, Inc,
Attn: Error Resolution Department,
16192 Coastal Hwy,
Lewes DE, 19958
Tell us AT ONCE if you believe that an electronic fund transfer has been made withoutyour permission using your login information or by other means. You could lose all themoney in your Zerowall wallet. If you tell us within 60 days after we provide you your Zerowall wallet statement showing transfers you did not make, you will be eligible for 100% protection for Unauthorized Transactions.
Also, if your Zerowall wallet statement shows transfers that you did not make, includingthose made with your Zerowall login information or by other means, tell us at once. If youdo not tell us within 60 days after we provided the statement to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time periods.
Error Resolution
What is an Error
An “Error” means the following:
What is not considered an Error
The following are NOT considered Errors:
In case of Errors or questions about your electronic transfers
Contact us through the Zerowall Resolution Center; orwrite us at
Zerowall, Inc
Attn: Zerowall Resolution Department
16192 Coastal Hwy,
Lewes DE, 19958
Notify us as soon as you can, if you think your statement or receipt is wrong or if you need more information
about
a transfer listed on the statement or receipt. We must hearfrom you no later than 60 days after we sent the
FIRST
statement on which the problemor error appeared
Tell us your name and account number (if any).
Describe the error or the transfer you are unsure about, and explain as clearly asyou can why you believe it is
an
error or why you need more information.
Tell us the dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question inwriting within 10 Business Days.
We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Zerowall wallet within 10 Business Days for the amount you think is in error,so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not credit your Zerowall wallet.
For errors involving new Zerowall wallets, point-of-sale transactions, or foreign-initiatedtransactions, we may take up to 90 days to investigate your complaint or question. For new Zerowall wallets, we may take up to 20 Business Days to credit your Zerowall walletfor the amount you think is in error.
We will tell you the results within 3 Business Days after completing our investigation. Ifwe decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
Processing Errors
We will rectify any processing error that we discover. If the error results in:
Processing errors are not:
Remittance Transfer Errors
What is a Remittance Transfer
You may be protected for certain errors when you send money using a Zerowall walletoutside of the U.S. A “Remittance Transfer” is a transaction that meets the following criteria:
Payments that you make at a merchant website or location by selecting Zerowall as a payment option are not “Remittance Transfers.”
What qualifies as a Remittance Transfer Error
A “Remittance Transfer Error” occurs if:
What is not considered a Remittance Transfer Error
The following are NOT considered Remittance Transfer Errors:
What to do if you think there has been a Remittance Transfer Error or problem
If you think there has been a Remittance Transfer Error or problem with your RemittanceTransfer:
You must contact us within 180 days of the date we promised to you that funds would bemade available to the recipient. When you do, please tell us:
We will determine whether an error occurred within 90 days after you contact us and we will correct any error promptly. We will tell you the results within 3 Business Days aftercompleting our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of any documents we used in our investigation.
Other Legal Terms
Communications Between You and Us
If you provide us your mobile phone number, you agree that Zerowall and its affiliates maycontact you at that
number using auto dialed or prerecorded message calls or text messages to:
i. service your Zerowall branded accounts,
ii. investigate or prevent fraud, or
iii. collect a debt. We will not use auto dialed or prerecorded message calls or texts to contact you for
marketing
purposes unless we receive your prior express written consent.We may share your mobile phone number with
service providers with whom we contractto assist us with the activities listed above, but we will not share your
mobile phone number with third parties for their own purposes without your consent. You do not have to agree to
receive auto dialed or prerecorded message calls or texts to your mobile phonenumber in order to use and enjoy
the products and services offered by Zerowall. You can decline to receive auto dialed or prerecorded message
calls
or texts to your mobile phone number by updating your preferences in your Zerowall wallet settings at
www.zerowall.com, by contacting customer support, by calling us at X-XXX-XXX-XXXX, or
iv. By replying STOP to a message. The frequency of messages may vary, and standard telephone minute and text
charges may apply. Neither we nor your phone carriers areliable for delayed or undelivered messages.
Zerowall may communicate with you about your Zerowall wallet and the Zerowall services electronically. You will be considered to have received a communication from us, if it’s delivered electronically, 24 hours after the time we post it to our website or email it to you. You will be considered to have received a communication from us, if it’s delivered by mail, 3 Business Days after we send it
Unless you’re communicating with us about a matter where we’ve specified another notice address (for example, our Liability for Unauthorized Transactions and Other Errors process), written notices to Zerowall must be sent by postal mail to:
Zerowall, Inc.,
Attention: Legal Department,
16192 Coastal Hwy,
Lewes DE, 19958
You understand and agree that, to the extent permitted by law, Zerowall may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with Zerowall or its agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with Zerowall may be overheard, monitored, or recorded not all telephonelines or calls may be recorded by Zerowall, and Zerowall does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
Zerowall’s Rights
Zerowall suspension and termination rights
Zerowall, in its sole discretion, reserves the right to suspend or terminate this user agreement, access to or use of its websites, software, systems (including any networks and servers used to provide any of the Zerowall services) operated by us or on our behalf orsome or all of the Zerowall services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted funds held in your Zerowall wallet.
Security interest
As security for the performance of your obligations under this user agreement, you grant to Zerowall a lien on, and security interest in and to, funds held in your Zerowall wallet.
Amounts owed to Zerowall
If the balance in your Zerowall wallet becomes negative for any reason, that negative balance represents an amount that you owe to Zerowall. Zerowall may deduct these amounts from funds that are added to your Zerowall wallet later, either by you or from payments you receive. If you have more than one Zerowall wallet, we may set off a negative balance in one Zerowall wallet against a balance in your other Zerowall wallet(s), including a Balance Account. If you continue using your Zerowall wallet when it has a negative balance, you authorize Zerowall to combine the negative balance with any debit or transaction sent from your account when that combination is disclosed to you in advance of initiating the debit or transaction.
If you hold funds in a Zerowall wallet in multiple currencies, and the balance for one of the currencies becomes negative for any reason, Zerowall may set off the negative balance by using funds you maintain in a different currency. If you have a negative balance in non-U.S. dollars for a period of 21 days or longer, Zerowall will convert this negative balance to U.S. dollars. In either case, a currency conversion will be necessary, and Zerowall’s transaction exchange rate (including our currency conversion spread) will be used.
In addition to the above, if you have a past due amount owed to us or our affiliates,Zerowall may debit your Zerowall wallet to pay any amounts that are past due.
Insolvency proceedings
If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law,we’ll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this user agreement.
Assumption of rights
If Zerowall invalidates and reverses a payment that you made to a recipient (either at yourinitiative or otherwise), you agree that Zerowall assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on yourbehalf, in Zerowall’s discretion.
No waiver
Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent orsimilar breaches.
Indemnification and Limitation of Liability
In this section, we use the term “Zerowall” to refer to Zerowall, Inc., our affiliates, and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers. Our affiliates include each entity that we control, we are controlled by or we are under common control with.
Indemnification
You must indemnify Zerowall for actions related to your Zerowall wallet and your useof the Zerowall services. You agree to defend, indemnify and hold Zerowall harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this user agreement, your improper use of the Zerowall services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your Zerowall wallet or access our websites, software, systems (including any networks and servers used to provide any of the Zerowall services) operated by us or on our behalf, or any of the Zerowall services on your behalf.
Limitation of liability
Zerowall’s liability is limited with respect to your Zerowall wallet and your use of theZerowall services. In no event shall Zerowall be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the Zerowall services) operated by us or on our behalf, any of the Zerowall services, or this user agreement (however arising, including negligence), unless and to the extent prohibited by law.
Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, Zerowall is not liable, and you agree not to hold Zerowall responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
1. your use of, or your inability to use, our websites, software, systems (including any networks and servers
used
to provide any of the Zerowall services) operatedby us or on our behalf, or any of the Zerowall services;
2. delays or disruptions in our websites, software, systems (including any networks and servers used to provide
any
of the Zerowall services) operated by us or on our behalf and any of the Zerowall services;
3. viruses or other malicious software obtained by accessing our websites, software, systems(including any
networks and servers used to provide any of the Zerowall services) operated by us or on our behalf or any of the
Zerowall services or any website or service linked to our websites, software or any of the Zerowall
services;
4. glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any
networks and
servers used to provide any of the Zerowall services) operated by us or on our behalf or anyof the Zerowall
services
or in the information and graphics obtained from them;
5. the content, actions, or inactions of third parties;
6. a suspension or other action taken with respect to your Zerowall wallet; or
7. your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a
result of
changes to this user agreement or Zerowall’s policies.
Disclaimer of Warranty and Release
No warran
The Zerowall services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. Zerowall specifically disclaims anyimplied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
Zerowall does not have any control over the products or services provided by sellers who accept Zerowall as a payment method, and Zerowall cannot ensure that a buyer or a seller youare dealing with will actually complete the transaction or is authorized to do so. Zerowall does not guarantee continuous, uninterrupted or secure access to any part of the Zerowall services, and operation of our websites, software, or systems (including any networks andservers used to provide any of the Zerowall services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. Zerowall will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances are processed in a timely manner but Zerowall makes no representations or warranties regarding the amount of time needed to complete processing because the Zerowall services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
Release of Zerowall
If you have a dispute with any other Zerowall wallet holder, you release Zerowall from anyand all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, New York Civil Code, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect toexist in your favor at the time of agreeing to this release.
Agreement to Arbitrate
You and Zerowall agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the Agreement to Arbitrate provisions set forth below. Please read this information carefully. Among other things it:
If a dispute arises between you and Zerowall, acting as either a buyer or a seller, our goal isto learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Zerowall regarding the Zerowall services may be reportedto customer service online through the Zerowall Help Center at any time, or by calling (XXX) XXX-XXX from Mon-Fri 5:00 AM to 10:00 PM PT and Sat-Sun 6:00 AM to 8:00 PM PT.
| Agreement to Arbitrate | You and Zerowall each agree that any and all disputes or claims that have arisen or may arise between you and Zerowall, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. |
| Our Agreement | This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcementof this Agreement to Arbitrate. |
| Prohibition of Class and Representative Actions and Non-Individualized Relief | You and Zerowall agree that each of us may bring
claims against the other only on an individual basis
and not as a plaintiff or class member in any
purported class or representative action or
proceeding. Unless both you and Zerowall agree
otherwise, the arbitrator(s) may not consolidate or
join morethan one person’s or party’s claims and
may not otherwise preside over any form of a
consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to theextent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Zerowall customers. |
| Arbitration Procedures | Arbitration is more informal than a lawsuit incourt.
Arbitration uses a neutral arbitrator or arbitrators
instead of a judge or jury, and court review of an
arbitration award is very limited. However, the
arbitrator(s) can awardthe same damages and relief
on an individualbasis that a court can award to an
individual. The arbitrator(s) also must follow the
terms of this user agreement as a court would. All
issues are for the arbitrator(s) to decide, except that
issues relating to arbitrability, the scope or
enforceability of this Agreement to Arbitrate, or the
interpretation of the Prohibition of Class and
Representative Actions and Non-Individualized
Relief section above, shall be for a court of
competent jurisdiction to decide. The arbitration will be conducted by the American Arbitration Association (referred to as the "AAA") under its rules and procedures, as modified by this Agreement toArbitrate. For all claims in which the value of the relief sought is $10,000 or less, the AAA’s Consumer Arbitration Rules, as modified by this Agreement to Arbitrate, shall apply without exception. For all other claims, the AAA’s rules, including, as applicable, the AAA’s Consumer ArbitrationRules, as modified by this Agreement to Arbitrate, shall apply. The AAA’s rules are available at www.adr.org. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or by the court. A party who intends to seek arbitration mustfirst send the other party, by certified mail, acompleted Notice of Dispute. You should send this notice to Zerowall at: Zerowall, Inc., Attn: Legal Department, Re: Notice of Dispute, 16192 Coastal Hwy, Lewes DE, 19958 Zerowall will send any notice to you to the address we have on file associatedwith your Zerowall wallet; it is your responsibility to keep your address up to date. To be valid, the Notice of Dispute must contain all information called for in the Notice of Dispute form, including the email address and phone number associated with your Zerowall wallet, a description of the nature and basis of the claims you are asserting, and the specific relief sought. If you and Zerowall are unable to resolve the claims described in the notice within 45 daysafter the notice is received by Zerowall, you or Zerowall may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. |
| Costs of Arbitration |
The arbitration shall be held in the county in which you
reside or at another mutually agreed location. If the
value of the relief sought is $10,000 or less, you or
Zerowall mayelect to have the arbitration conducted
by telephone or based solely on written submissions,
which election shall be binding on you and Zerowall
subject to the discretion of the arbitrator(s) to require
an in -person hearing, if the circumstances warrant. In cases where an in -person hearing is held, youand/or Zerowall may attend by telephone, unless the arbitrator(s) require otherwise. Any settlement offer made by you or Zerowallshall not be disclosed to the arbitrator(s). The arbitrator(s) will decide the substance of all claims in accordance with applicable law,including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall notbe bound by rulings in prior arbitrations involving different Zerowall customers, but is/are bound by rulings in prior arbitrations involving the same Zerowall customer to the extent required by applicable law. The award of the arbitrator(s) shall be final and binding,and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, Zerowall will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for paymentof fees by Zerowall should be submitted by mail to the AAA along with your Demand for Arbitration and Zerowall will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are ableto demonstrate that the costs of accessing arbitration will be prohibitive as compared tothe costs of accessing a court for purposes of pursuing litigation on an individual basis , Zerowall will pay as much of the filing, administration, and arbitrator fees as the arbitrator(s) deem necessary to prevent the cost of accessing the arbitration from being prohibitive. In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Zerowall for all fees associated withthe arbitration paid by Zerowall on your behalf that you otherwise would be obligated to payunder the AAA’s rules |
| Severability | With the exception of any of the provisions in the Prohibition of Class and Representative Actions and Non- Individualized Relief section above, if a court decides that any part of this Agreementto Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any ofthe provisions in the Prohibition of Class and Representative Actions and NonIndividualized Relief section above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitrationunder the terms of the Agreement to Arbitrate shall be arbitrated under its terms. |
| Opt-Out Procedure | For your convenience, we are providing an opt-out notice form you must complete and mail to opt out of this Agreement to Arbitrate. You must complete this form by providing all the information it calls for, including your name, address, phone number,and the email address(es) used to log in to the Zerowall wallet(s) to which the opt-out applies. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of this Agreement toArbitrate, all other parts of the user agreement will continue to apply. Opting out of this Agreement to Arbitrate has no effecton any previous, other, or future arbitrationagreements that you may have with us. |
| Future Amendments to this Agreement toArbitrate | Notwithstanding any provision in the user agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Zerowall prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and Zerowall. We will notify you of amendments to this Agreementto Arbitrate by posting the amended terms on www.Zerowall.com at least 30 days before the effective date of the amendments and by providing notice through email. If you do notagree to these amended terms, you may closeyour Zerowall wallet within the 30-day period and you will not be bound by the amended terms |
Intellectual Property
Zerowall’s trademarks
"Zerowall.com," "Zerowall," and all logos related to the Zerowall services are either trademarks or registered trademarks of Zerowall or Zerowall’s licensors. You may not copy, imitate, modify or use them without Zerowall’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Zerowall. You may not copy, imitate, modify or use them without our prior writtenconsent. You may use HTML logos provided by Zerowall for the purpose of directing web traffic to the Zerowall services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes Zerowall or the Zerowall services or display them in any manner that implies Zerowall’s sponsorship or endorsement. All right, title and interest in and to the Zerowall websites, any content thereon, the Zerowall services, the technology related to the Zerowall services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Zerowall and its licensors.
License grants, generally
If you are using Zerowall software such as an API, developer’s toolkit or other software application, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then Zerowall grants you a revocable, non- exclusive, non-sub-licensable, non-transferable, royalty-free limited license to access and/or use Zerowall’s software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the Zerowall services. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, Zerowall and third parties. Zerowall may update or discontinue any software upon notice to you. While Zerowall may have:
License grant from you to Zerowall; intellectual property warranties
Zerowall does not claim ownership of the content that you provide, upload, submit or sendto Zerowall. Nor does Zerowall claim ownership of the content you host on third-party websites or applications that use Zerowall services to provide payments services related toyour content. Subject to the next paragraph, when you provide content to Zerowall or postcontent using Zerowall services, you grant Zerowall (and parties that we work with) a nonexclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights to help us improve, operate and promote our current services and develop new ones. Zerowall will not compensate you for any of your content. You acknowledge that Zerowall’s use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assertsuch rights against Zerowall.
License grant from sellers to Zerowall
Notwithstanding the provisions of the prior paragraph, if you are a seller using the Zerowallservices to accept
payments for goods and services, you hereby grant Zerowall and its affiliates a worldwide, non-exclusive,
transferable, sub-licensable (through multiple tiers),and royalty-free, fully paid-up, right to use and display
publicly,
during the term of this user agreement, your trademark(s) (including but not limited to registered and
unregistered
trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used
by you) for the purpose of:
1. identifying you as a merchant that accepts a Zerowall service as a payment form, and
2. any other use to which you specifically consent.
Miscellaneous
Assignment
You may not transfer or assign any rights or obligations you have under this user agreement without Zerowall’s prior written consent. Zerowall may transfer or assign this useragreement or any right or obligation under this user agreement at any time.
Business Days
“Business Day(s)” means Monday through Friday, excluding holidays when Zerowall’s offices are not considered open for business in the U.S. Holidays include New Year’s Day (January 1), Martin Luther King, Jr.’s Birthday (the third Monday in January), George Washington’s Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a holiday falls on a Saturday, Zerowall observes the holiday on the priorFriday. If the holiday falls on a Sunday, Zerowall observes the holiday on the following Monday.
Consumer fraud warning
We’re alwayslooking for waysto help keep you even more secure. So stay on thelookout forsome of these common scams:
Always use common sense when sending money. If something sounds too good to be true, it probably is. Only send money for yourself and not for others. Remember that if you don’tsend the payment through your Zerowall wallet, you’re not covered by Zerowall Purchase Protection. Please let us know immediately if you believe someone is trying toscam or defraud you by contacting us.
Dormant accounts
If you do not log in to your Zerowall wallet for two or more years, Zerowall may close yourZerowall wallet and
send
any funds in the Zerowall wallet, including any balance in a linked Balance Account to your primary address (if
we
have verified the required identifying information that you have provided to us) or, if required, will escheated
(send) those funds to your state of residency. Zerowall will determine your state of residency based on the
state
listed in the primary address for your Zerowall wallet. If your address is unknown or registered in a foreign
country,
the funds in your Zerowall wallet, including any balance in a linked Balance Account will be escheated to the
State
of New York.
Where required, Zerowall will send you a notice prior to escheating any funds in your Zerowall wallet, including
any
balance in a linked Balance Account. If you fail to respond to this notice, the funds in your Zerowall wallet,
including
any balance in a linked Balance Account will be escheated to the applicable state. If you would like to claim
any
escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrato
Governing law
You agree that, except to the extent inconsistent with or preempted by federal law andexcept as otherwise stated in this user agreement, the laws of the State of New York, without regard to principles of conflict of laws, will govern this user agreement and anyclaim or dispute that has arisen or may arise between you and Zerowall.
Identity authentication
You authorize Zerowall, directly or through third parties, to make any inquiries we considernecessary to verify your identity. This may include:
Anti-money laundering and counter-terrorism financing laws may require that Zerowall verify the required identifying information if you use certain Zerowall services. Zerowall reserves the right to close, suspend, or limit access to your Zerowall wallet and/or the Zerowall services in the event that, after reasonable inquiries, we are unable to obtain information about you required to verify your identity
Zerowall is only a payment service provider
We act as a payment service provider only. We do not:
Privacy
Protecting your privacy is very important to us. Please review our Privacy Statement inorder to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.
State disclosures
In addition to reporting complaints against Zerowall directly to Zerowall as described above, if you are a New
York
resident or resident elsewhere, you may report complaints to the State of New York or online through its website
at. If you are a New York resident or resident elsewhare, you have a right to receive communications about your
Zerowall wallet and the Zerowall services by email. To make such a request, send a letter to Zerowall to:
Zerowall, Inc.,
Attention: Legal Department,
16192 Coastal Hwy,
Lewes DE, 19958
And include your email address, and your request for that information by email.
Translation of agreement
Any translation of this user agreement is provided solely for your convenience and is not intended to modify the terms of this user agreement. In the event of a conflict between the English version of this user agreement and a version in a language other than English,the English version shall control.
Unlawful internet gambling notice
Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your Zerowall wallet or your relationship with Zerowall. Restrictedtransactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.
Your use (as a seller) of personal data; Data protection laws
If you (as a seller) receive personal data about another Zerowall customer, you must keep such personal data confidential and only use it in connection with the Zerowall services. You may not disclose or distribute any personal data about Zerowall customers to a third party or use such personal data for marketing purposes unless you receive that customer’sexpress consent to do so. You may not send unsolicited emails to a Zerowall customer or use the Zerowall services to collect payments to send, or assist in sending, unsolicited emails to third parties.
To the extent that you process any personal data about a Zerowall customer pursuant to thisagreement, you and Zerowall will each be an independent data controller (and not joint controllers), meaning we will each separately determine the purposes and means of processing such personal data. We each agree to comply with the requirements of any applicable privacy and data protection laws, including any applicable regulations, directives, codes of practice, and regulatory requirements applicable to data controllers inconnection with this agreement. We each also have and will follow our own independently-determined privacy statements, notices, policies, and procedures for any such personal data that we process in connection with this agreement.
In complying with the applicable data protection laws, we will each:
Any personal data you collect in connection with the Zerowall services (and not otherwisegenerated, collected, or obtained by you through a customer’s separate relationship withyou outside the use of the Zerowall services) will be used by you only to the limited extentthat is necessary and relevant to the Zerowall services and for no other purpose unless youhave obtained the prior express consent of the customer.
