Terms of Service

ZENOBIA PAY TERMS OF USE

EFFECTIVE DATE: 05/01/2025

These Terms of Use (the "Terms") are a contract between you and Zenobia Pay, Inc. ("Zenobia Pay") governing your use of your Zenobia Pay account and the Zenobia Pay services. If you do not agree, you may not open a Zenobia Pay account or use the Zenobia Pay services.

By opening and using a Zenobia Pay account, you agree to comply with these Terms, including the Fee Schedule. You also agree to comply with our Privacy Policy, our Electronic Communications Agreement and, if applicable, you authorize us to make ACH transactions from your Linked Bank Account pursuant to our ACH Authorization.

Certain Zenobia Pay services may also require that you agree to additional agreements and/or policies with our third-party service providers ("Additional Agreements"). Any such Additional Agreements will be presented to you for your review and consent when you agree to use the specific Zenobia Pay services to which the Additional Agreements apply. You agree that your use of a Zenobia Pay service governed by Additional Agreements constitutes your agreement to be bound by those Additional Agreements, and that these Terms and all applicable Additional Agreements constitute the agreement applicable to you.

We may revise these Terms and any of the Additional Agreements, or policies from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will provide notice of such changes as required by applicable law by posting information about the changes on zenobiapay.com.

By continuing to use our services after any changes to these Terms or any of the Additional Agreements or policies, you agree to abide and be bound by those changes. If you do not agree with any changes to these Terms or any policies, you may close your account.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Your Zenobia Pay Account

Eligibility

If you are an individual, you must be a resident of the United States or one of its territories and at least 18 years old, or the age of majority in your state of residence to open a U.S. Zenobia Pay account and use the Zenobia Pay services. If you are a business, the business must be organized in, operating in, or a resident of, the United States or one of its territories to open a U.S. Zenobia Pay account and use the Zenobia Pay services.

Opening a Zenobia Pay Account

We offer two types of Zenobia Pay accounts: Zenobia Pay personal accounts ("Personal Accounts") and Zenobia Pay business accounts ("Business Accounts"), both covered by these Terms.

  • Personal Accounts enable you to buy goods and services using your bank account ("Zenobia Payments") from the websites of Merchants which accept Zenobia Payments.
  • Business Accounts enable you to accept Zenobia Payments for the sale of goods and services from customers who have a Personal Account.

The fees charged by Zenobia Pay are set forth in the Fee Schedule at zenobiapay.com/fees. The fees for Personal Accounts and Business Accounts may differ. Please see the Fee Schedule for further information about fees.

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 Zenobia Pay account and the Zenobia Pay services. You must keep your mailing address, email address and other contact information current in your Zenobia Pay account profile.

Closing Your Zenobia Pay Account

You may close your Zenobia Pay account and terminate your relationship with us at any time without cost, but you will remain liable for all obligations related to your Zenobia Pay account even after the Zenobia Pay account is closed. When you close your Zenobia Pay account, we will cancel any scheduled or incomplete transactions.

In certain cases, you may not close your Zenobia Pay account, including:

  • To evade an investigation.
  • If you have a pending transaction or an open dispute or claim.
  • If your Zenobia Pay account is subject to a hold, limitation or reserve.

Taxes

Our fees are exclusive of any taxes, charges, or similar assessments of any nature, including, without limitation, value-added, sales, digital services, stamp, transfer, or withholding taxes, assessable by any jurisdiction or governmental authority (collectively, "Taxes"). Each of us shall be responsible to pay our own Taxes arising in connection with the performance of our respective obligations from your use of Zenobia Pay services.

It is your responsibility to determine what, 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. Zenobia Pay is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting, or remitting taxes arising from any transaction.

Account Statements

You have the right to receive an account statement showing your Zenobia Pay account activity. You may view your Zenobia Pay account statement in your Zenobia Pay dashboard.

Using Your Personal Account

Link or Unlink a Bank Account to Your Personal Account

You can link a U.S. bank account (a "Linked Bank Account") to your Personal Account to make payments to merchants using Plaid Inc. ("Plaid"). In order for you to use Plaid's services, you must register with Plaid and agree to the Plaid Terms of Service and Privacy Policy.

We may decline the use of any Linked Bank Account that we believe may present a risk to you and/or us. By linking your Linked Bank Account to your Personal Account, you authorize us to view your Linked Bank Account history and profile, including, but not limited to, your Linked Bank Account and routing details, authentication details, balance, transaction history, contact information, and other related information made available by your bank; and you understand this information may be used to transact on your behalf and perform other services subject to our Privacy Policy. When adding a Linked Bank Account, you represent and warrant that the account is not a joint account, and that you are the sole owner of and have the right to access, use and authorize us to use the Linked Bank Account for information and funds transfer purposes. If you close your Linked Bank Account, you are responsible for removing it as an account eligible for the linking service to avoid any transaction failure and possible charges related to a failed transaction. We are not responsible for any acts or omissions by the provider of any Linked Bank Account, including, without limitation, any modification, interruption, or discontinuance of any Linked Bank Account by your bank.

YOU ACKNOWLEDGE AND AGREE THAT WHEN ZENOBIA PAY AND OUR THIRD-PARTY SERVICE PROVIDERS ARE AFFECTING A TRANSFER FROM YOUR LINKED BANK ACCOUNT, WE AND OUR THIRD-PARTY SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OR ON BEHALF OF ANY THIRD PARTY. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY COSTS, FEES, LOSSES OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF (1) OUR ACCESS TO THE LINKED BANK ACCOUNT; (2) OUR DEBIT AND/OR CREDIT OR INABILITY TO DEBIT AND/OR CREDIT THE LINKED BANK ACCOUNT IN ACCORDANCE WITH YOUR INSTRUCTIONS, TO CORRECT ANY TRANSFER MADE IN ERROR; (3) ANY INACCURACY, INCOMPLETENESS OR MISINFORMATION CONTAINED IN THE INFORMATION RETRIEVED FROM THE LINKED BANK ACCOUNT; (4) ANY CHARGES IMPOSED BY YOUR BANK AND (5) ANY FUNDS TRANSFER LIMITATIONS SET BY YOUR BANK.

In order to make payments from your Linked Bank Account to merchants, you must authorize us to make payments from your account by signing our ACH Authorization at zenobiapay.com/debit-auth. The ACH Authorization sets out our authority to initiate payments from your Linked Bank Account and your right to revoke our authority to initiate payments from your Linked Bank Account.

Before linking a bank account and signing the ACH authorization, you should review and understand the consumer protection rights and remedies available for bank account payments under the Electronic Fund Transfer Act ("EFTA").

Please keep your Linked Bank Account information current.
Personal Accounts can only initiate payments. Personal Accounts cannot accept payments.

Buying From a Merchant Who Accepts Zenobia Pay

How to Make a Purchase Using Zenobia Pay

You can make a purchase from a merchant who accepts Zenobia Pay using your Linked Bank Account by selecting Zenobia Pay as your payment method at checkout and using your mobile device and a QR code to connect. Project Midas, Inc. dba "Orum" ("Orum") transfers funds from your Linked Bank Account to merchants. Zenobia Pay does not engage in money transmission. In order for you to use services provided by Orum, you must agree to the Orum Terms of Service and Privacy Policy.

Even if you have a Personal Account, you cannot use Zenobia Pay if the merchant you are purchasing from does not already have a Zenobia Pay account and accept Zenobia Pay Payments.

Fees

We do not currently charge a fee when you purchase something from a merchant who accepts Zenobia Pay. However, we reserve the right, at our sole discretion and in compliance with all applicable laws and regulations, to introduce, modify, or impose fees for your use of Zenobia Pay in the future. Should we decide to implement such fees, we will provide you with reasonable advance notice, specifying the nature and amount of any fees, as well as the effective date. Your continued use of your Personal Account after the effective date of any such changes will constitute your acceptance of the new fee structure.

Third Party Service Providers

Zenobia Pay offers certain services through third party service providers including Plaid and Orum. You are solely responsible for all aspects of the relationship with third party service providers including creating and maintaining any required user accounts and paying any fees for such use. Zenobia Pay is not affiliated with, has no control over, and assumes no responsibility for, the policies or practices of third-party service providers. You acknowledge and agree to review and be bound by the terms of use and privacy policy of applicable third-party service providers, and you agree to indemnify and hold us harmless, and expressly release us, from any and all liability arising from your use of, and/or connection to, a third-party service provider's services.

Unauthorized Activity and Errors

To protect yourself from unauthorized activity in your Personal Account, you should regularly log into your Personal Account and review your Personal Account statements.

If your Zenobia Pay account statement shows payments that you did not make, including those made with your Zenobia Pay login information or by other means, tell us at once. If you do 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.

Notify us as soon as you can, if you think your statement is wrong or if you need more information about a payment listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

Using Your Business Account

Payments received though the Zenobia Pay services will be sent to the bank account that you have linked to your Business Account using Plaid. You cannot carry a balance in your Business Account.

How to Receive Payments Using Zenobia Pay

Receiving payments

You can receive payments for the sale of goods or services using Zenobia Pay by integrating the Zenobia Pay functionality into your online checkout using the Zenobia Pay API. Payments will be processed by Orum and sent to the bank account linked to your Business Account.

Restrictions on Payments to Business Accounts

To protect us and our personal users from loss, we may delay a payment in certain situations, including if we need to confirm that a personal user has authorized the payment or if other payments to your Business Account have been subject to a reversal (for example, as a result of a bank reversal, or dispute by a personal user).

Transaction Fees

If you use Zenobia Pay to receive payments, you must pay any applicable fees for receiving the funds as set out in the Fee Disclosure. All fees are non-refundable.

Chargebacks, Refunds and Reversals

Fraud Chargeback Guarantee

Zenobia Pay provides a fraud chargeback guarantee to merchants. This applies when you receive a payment for selling goods or services and the customer claims that they didn't authorize the payment. Zenobia Pay will then guarantee the payment, which means that if the disputed amount is deducted from the bank account linked to your Business Account by the customer's bank, we will promptly reimburse you.

Other Disputes

If your customer disputes a payment for reasons not involving fraud, such as not receiving the goods or services or believing the goods or services were defective, damaged, or not as described, the fraud chargeback guarantee will not apply. These disputes will be subject to our dispute resolution process and you will be entitled to submit evidence. Zenobia Pay will determine, in its sole discretion, whether a payment should be refunded.

If it is determined that the payment should be refunded, you are responsible for the full amount of the payment sent to you plus any applicable fees. Whenever a transaction is refunded or otherwise reversed, Zenobia Pay will refund or reverse the transaction from the bank account linked to your business account. If you refund a transaction, we'll retain the fees you paid as set out in our [Fee Disclosure].

Restricted Activities

In connection with your use of your Zenobia Pay account and the Zenobia Pay services, or in the course of your interactions with Zenobia Pay, other Zenobia Pay customers, or third parties, you must not:

  • Breach these Terms or any other agreement between you and Zenobia Pay;
  • Violate any law, statute, ordinance, or regulation;
  • Infringe Zenobia Pay's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
  • Sell counterfeit goods;
  • Act in a manner that is defamatory, trade libelous, threatening or harassing;
  • Provide false, inaccurate or misleading information;
  • Send or receive what we reasonably believe to be potentially fraudulent funds;
  • Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
  • Attempt to double dip during the course of a dispute by receiving or attempting to receive funds using both Zenobia Pay and another payment method for the same transaction;
  • Control an account that is linked to another account that has engaged in any of these restricted activities;
  • Conduct your business or use the Zenobia Pay services in a manner that results in or may result in:
    • complaints;
    • requests by buyers to invalidate payments made to you;
    • fees, fines, penalties or other liability or losses to Zenobia Pay, other Zenobia Pay customers, third parties or you;
  • Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Zenobia Pay services) operated by us or on our behalf or the Zenobia Pay services;
  • Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or Zenobia Pay services;
  • Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers;
  • Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the Zenobia Pay services) operated by us or on our behalf, any of the Zenobia Pay services or other users' use of any of the Zenobia Pay services;
  • Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers or service providers;
  • Circumvent any Zenobia Pay policy or determinations about your Zenobia Pay account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional Zenobia Pay account(s) when your account has been restricted, suspended or otherwise limited; opening new or additional Zenobia Pay accounts using information that is not your own (e.g., name, address, email address, etc.); or using someone else's Zenobia Pay account; or
  • Harass and/or threaten our employees, agents, or other users.

Actions We May Take if You Engage in Any Restricted Activities

If we believe that you've engaged in any of these activities, we may take a number of actions to protect Zenobia Pay, its customers and others at any time in our sole discretion. The actions we may take include, but are not limited to, the following:

  • Terminating these Terms, limiting your Zenobia Pay account immediately and without penalty to us.
  • Refusing to provide Zenobia Pay services to you in the future.
  • Limiting your access to your Zenobia Pay account or any of the Zenobia Pay services, including limiting your ability to make purchases with your Linked Bank Account to your Zenobia Pay account or restricting your ability accept payments using Zenobia Pay.
  • Holding any funds waiting to be sent to the bank account linked to your Business Account.
  • Updating inaccurate information you provided us.
  • Taking legal action against you.

If we close your Zenobia Pay account or terminate your use of the Zenobia Pay services for any reason, we'll provide you with notice of our actions.

You are responsible for all reversals, claims, fees, fines, penalties and other liability incurred by Zenobia Pay, any Zenobia Pay customer, or a third party caused by or arising out of your breach of these Terms, and/or your use of the Zenobia Pay services.

Services Data and Privacy

You understand that by using the Zenobia Pay services you consent to the collection, use and disclosure of company information and aggregate data we collect from your use of the Services as set forth in our Privacy Policy, and to have your company information and this data collected, used, transferred to and processed in the United States.

Zenobia Pay uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your company information and to implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your company information for improper purposes. You acknowledge that you provide your company information at your own risk.

Intellectual Property

Zenobia Pay's Trademarks

All logos related to the Zenobia Pay services are trademarks of Zenobia Pay. You may not copy, imitate, modify or use them without Zenobia Pay's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Zenobia Pay. You may not copy, imitate, modify or use them without our prior written consent. You may use logos provided by Zenobia Pay for the purpose of directing web traffic to the Zenobia Pay services. You may not alter, modify or change these logos in any way, use them in a manner that mischaracterizes Zenobia Pay or the Zenobia Pay services or display them in any manner that implies Zenobia Pay's sponsorship or endorsement. All right, title and interest in and to the Zenobia Pay services, the technology related to the Zenobia Pay services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Zenobia Pay and its licensors.

Zenobia License Grant

If you are using Zenobia Pay 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 third party our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then Zenobia Pay grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use Zenobia Pay'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 Zenobia Pay services. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, Zenobia Pay and third parties. Zenobia Pay may update or discontinue any software upon notice to you. While Zenobia Pay may have (1) integrated certain third-party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third-party materials and technology to facilitate providing you with the Zenobia Pay Services, you have not been granted and do not otherwise retain any rights in or to any such third-party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third-party materials or technology, or otherwise create any derivative works from any of the software or third-party materials or technology. You acknowledge that all rights, title and interest to Zenobia Pay's software are owned by Zenobia Pay and any third-party materials integrated therein are owned by Zenobia Pay's third-party service providers. Any other third-party software application you use on the Zenobia Pay websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that Zenobia Pay does not own, control nor have any responsibility or liability for any such third-party software application you elect to use in connection with the Zenobia Pay services.

Merchant License Grant

If you are a merchant using the Zenobia Pay services to accept payments for goods and services, you hereby grant Zenobia Pay and its affiliates a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly, during the term of these Terms, 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 Zenobia Pay service as a payment form, and (2) any other use to which you specifically consent.

Other Legal Terms

Communications

If you provide us your mobile phone number, you agree that Zenobia Pay may contact you at that number using autodialed or prerecorded message calls or text messages to: (i) service your Zenobia Pay account, (ii) investigate or prevent fraud, or (iii) collect a debt. We will not use autodialed 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 third party service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third party service providers for their own purposes without your consent. You do not have to agree to receive autodialed or prerecorded message calls or texts to your mobile phone number in order to use and enjoy the products and services offered by Zenobia Pay. You can decline to receive autodialed or prerecorded message calls or texts to your mobile phone number by emailing us at support@zenobiapay.com or 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 are liable for delayed or undelivered messages.

Zenobia Pay may communicate with you about your Zenobia Pay account and the Zenobia Pay services electronically as described in our Electronic Communications Agreement. 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.

Written notices to Zenobia Pay must be sent by postal mail to: [***] or by email to support@zenobiapay.com.

You understand and agree that, to the extent permitted by law, Zenobia Pay may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with Zenobia Pay or its agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with Zenobia Pay may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by Zenobia Pay, and Zenobia Pay does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Zenobia Pay's Rights

Zenobia Pay suspension and termination rights

Zenobia Pay, in its sole discretion, reserves the right to suspend or terminate these Terms, access to or use of its websites, software, systems (including any networks and servers used to provide any of the Zenobia Pay services) operated by us or on our behalf or some or all of the Zenobia Pay services for any reason and at any time upon notice to you.

No waiver

Our failure to act with respect to a breach of any of your obligations under these Terms by you or others does not waive our right to act with respect to subsequent or similar breaches.

Indemnification and Limitation of Liability

In this section, we use the term "Zenobia Pay" to refer to Zenobia Pay, Inc. and 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 Zenobia Pay for actions related to your Zenobia Pay account and your use of the Zenobia Pay services. You agree to defend, indemnify and hold Zenobia Pay 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 these Terms, your improper use of the Zenobia Pay 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 Zenobia Pay account or access our websites, software, systems (including any networks and servers used to provide any of the Zenobia Pay services) operated by us or on our behalf, or any of the Zenobia Pay services on your behalf.

Limitation of liability

Zenobia Pay's liability is limited with respect to your Zenobia Pay account and your use of the Zenobia Pay services. In no event shall Zenobia Pay 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 Zenobia Pay services) operated by us or on our behalf, any of the Zenobia Pay services, or these Terms (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, Zenobia Pay is not liable, and you agree not to hold Zenobia Pay 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 Zenobia Pay services) operated by us or on our behalf, or any of the Zenobia Pay services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the Zenobia Pay services) operated by us or on our behalf and any of the Zenobia Pay 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 Zenobia Pay services) operated by us or on our behalf or any of the Zenobia Pay services or any website or service linked to our websites, software or any of the Zenobia Pay 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 Zenobia Pay services) operated by us or on our behalf or any of the Zenobia Pay 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 Zenobia Pay account; 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 these Terms or Zenobia Pay's policies.

Disclaimer of Warranty and Release

No warranty

The Zenobia Pay services are provided "as-is" and without any representation or warranty, whether express, implied or statutory. Zenobia Pay specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

Zenobia Pay does not have any control over the products or services provided by merchants who accept Zenobia Pay as a payment method, and Zenobia Pay cannot ensure that a buyer or a merchant you are dealing with will actually complete the transaction or is authorized to do so. Zenobia Pay does not guarantee continuous, uninterrupted or secure access to any part of the Zenobia Pay services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the Zenobia Pay services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. Zenobia Pay will make reasonable efforts to ensure that requests for electronic debits and credits involving Linked Bank Accounts are processed in a timely manner but Zenobia Pay makes no representations or warranties regarding the amount of time needed to complete processing because the Zenobia Pay services are dependent upon many factors outside of our control, such as third party service providers, 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.

ZENOBIA PAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OR OFFERED BY A THIRD PARTYSERVICE PROVIDER AND ZENOBIA PAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY SERVICE PROVIDERS.

Release of Zenobia Pay

If you have a dispute with any other Zenobia Pay account holder, you release Zenobia Pay from any and 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, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Arbitration and Class Action/Jury Trial Waiver

Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ZENOBIA PAY.

For any dispute with Zenobia Pay you agree to first contact us at support@zenobiapay.com and attempt to resolve the dispute with us informally. In the unlikely event that Zenobia Pay has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of our intellectual property rights or breach of confidentiality requirements or for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS.

Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitration will be conducted in New York, NY unless you and Zenobia Pay agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for the Southern District of New York to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under these Terms unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights or confidentiality obligations. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. You and Zenobia Pay, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

Class Action/Jury Trial Waiver

With respect to all persons and entities, regardless of whether they have obtained a Zenobia Pay account or used the Zenobia Pay services for personal, commercial or other purposes, all Claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person's claims. You agree that, by entering into these Terms, you and Zenobia Pay are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

Miscellaneous

Assignment

You may not transfer or assign any rights or obligations you have under these Terms without Zenobia Pay's prior written consent. Zenobia Pay may transfer or assign these Terms or any right or obligation under these Terms at any time.

Business Days

"Business Day(s)" means Monday through Friday, excluding holidays when Zenobia Pay's offices are not considered open for business in the U.S.

Dormant accounts

If you do not log in to your Zenobia Pay account for one year or longer, Zenobia Pay may close your Zenobia Pay account.

Governing law

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in these Terms, the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and Zenobia Pay. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights or confidential information, as set forth in the Arbitration provision above, including any provisional relief required to prevent irreparable harm. You agree that the federal or state court located in New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision above is found to be unenforceable.

Identity Authentication

You authorize Zenobia Pay, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:

  • asking you for further information, such as your date of birth, a taxpayer identification number, your physical address and other information that will allow us to reasonably identify you;
  • requiring you to take steps to confirm ownership of your email address or financial instruments;
  • ordering a credit report from a credit reporting agency, or verifying your information against third-party databases or through other sources; or
  • requiring you to provide your driver's license or other identifying documents.

Anti-money laundering and counter-terrorism financing laws may require that Zenobia Pay or our third-party service providers verify your identification information if you use certain Zenobia Pay services. Zenobia Pay reserves the right to close, suspend, or limit access to your Zenobia Pay account and/or the Zenobia Pay services in the event that, after reasonable inquiries, we are unable to obtain information about you required to verify your identity.

Zenobia Pay is a Financial Services Company

We provide financial services only. We do not:

  • Act as a payment provider or money transmitter;
  • Act as an escrow agent with respect to any funds paid or received using the Zenobia Pay services;
  • Act as your agent or trustee;
  • Enter into a partnership, joint venture, agency or employment relationship with you;
  • Guarantee the identity of any merchant;
  • Determine if you are liable for any taxes or collect or pay any taxes that may arise from your use of our services.

Privacy

Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

Your use (as a merchant) of Personal Data

To the extent that you, in your capacity as a merchant process any personal data about a Zenobia Pay customer pursuant to these Terms, you and Zenobia Pay 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 in connection with these Terms. 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 these Terms.

In complying with the applicable data protection laws, we will each:

  • implement and maintain all appropriate security measures in relation to the processing of such personal data;
  • maintain a record of all processing activities carried out under these Terms; and
  • not knowingly or intentionally do anything, or knowingly or intentionally permit anything to be done, which might lead to a breach by the other party of the applicable data protection laws.

Any personal data provided to you by Zenobia Pay in connection with the Zenobia Pay services, excluding personal data collected or obtained by your directly from the customer, will be used by you only to the limited extent that is necessary and relevant to the Zenobia Pay services and for no other purpose, including marketing purposes, unless you have obtained the prior consent of the customer. You represent, warrant, and covenant that you will provide and/or obtain all necessary disclosures and consents, as applicable, in connection with your data collection and sharing practices with Zenobia Pay. You may not disclose or distribute any customer personal data provided to you by Zenobia Pay to a third party, unless such third party is your service provider and acting on your behalf (as defined by applicable law).

Entire Agreement/Severability

These Terms, together with any amendments and any Additional Agreements you may enter into with Zenobia Pay in connection with your Zenobia Pay account and the Zenobia Pay services, shall constitute the entire agreement between you and Zenobia Pay. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.