ZIFT, LLC

TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS ("AGREEMENT") SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE MERCHANT ("MERCHANT" "YOU" OR YOUR") AND ZIFT, LLC ("ZIFT" "US" OR "WE) CONCERNING MERCHANT'S ACCESS TO AND USE OF ZIFT'S PAYMENT PROCESSING SERVICES, WEBSITES, CONTENT, ANY SOFTWARE, PROGRAMS, DOCUMENTATION, TOOLS, HARDWARE, INTERNET-BASED SERVICES, COMPONENTS, AND ANY UPDATES (INCLUDING SOFTWARE MAINTENANCE, SERVICE INFORMATION, HELP CONTENT, BUG FIXES OR MAINTENANCE RELEASES) ("SERVICES"). You are entering into this Agreement because you want to accept credit cards, debit cards, electronic bank drafts (ACH) and other forms of payment for the products and services you render. The companies, or “Networks” that facilitate these forms of payments, including but not limited to Visa, MasterCard, Discover, American Express, and the Federal Reserve System have operating rules by which all merchants who accept their forms of payment must abide.

By Signing below on our physical document or Clicking "I Agree" to our online application, you agree to be bound by all of the terms and conditions of this Agreement, including without limitation, all documents, policies and procedures referred to in this Agreement. Zift offers the Service through integrations with third-parties ("Platforms"). The Platforms’ terms of service and privacy policy apply to your use of the Platform, and this Agreement and Zift's Privacy Policy apply to your use of the Services. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.ziftpay.com ("Website").

1. Merchant Account

You appoint Zift to act as your attorney-in-fact (i) to establish and maintain bank accounts, credit card and debit card processing merchant accounts, and other necessary financial accounts on your behalf; and (ii) to receive payment directives from you and tender them to credit card processors and banks for processing. These financial accounts are maintained for the purpose of receiving and accepting payment proceeds as well as adjustments, chargebacks and payment of fees, all on your behalf. This Power of Attorney is coupled with an interest and thus irrevocable. To be able to use the Services you must register with Zift. To register, you provide information, including email address and a self-selected password, in order to create an account ("Account"). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.

The Networks require Zift to obtain additional information from Merchants, such as street address, telephone number, tax identification number (such as Social Security Number), date of birth, articles of incorporation, passports, driver's license, business license, etc. You authorize Zift, directly or through third parties, to make inquiries or verify that this information is accurate. You specifically authorize Zift to request a consumer report that contains your name and address.

You must provide accurate and complete information. If we cannot verify that this information is complete and accurate, we have the right to suspend the delivery of our Services, or close your Account.

Zift allows individuals, businesses, and non-profit organizations to register for Zift if they are located in one of the 50 United States or the District of Columbia. A Merchant must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates. A Merchant who opens an Account must be eighteen (18) years of age or older. An individual may open an Account for a business or nonprofit organization only if it is legitimate and he/she has the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization. Each Account must be linked to a verified U.S. bank account.

2. Limitations on Zift's Responsibility

Zift does not makes any representations or guarantees regarding the use of the Service. Use of our Service in no way represents any endorsement by Zift or any Networks of any user of the Service. Zift does not have control of, or liability for, goods or services that are paid for with the Service. Merchant acknowledges and agrees that receipt of Purchaser information through the Service does not indicate that the Purchaser's payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will not later result in a chargeback or reversal. Merchant also acknowledges that Zift does not own or control the any third party software providers ("Software Providers") or their respective APIs. In the event that a Software Provider ceases doing business or terminates this Agreement or in the event that the API ceases to function or function in accordance with a Merchant’s expectations, such events could have a material adverse effect on the Merchant. As a Merchant, you represent and warrant that you have conducted your own investigation of your Software Provider and its API, are not relying on Zift in any way and have determined through your own independent investigation that your Software Provider and its API are the best solution for your needs.

3. Merchant Fees

Zift charges fees ("Fees") to Merchants using the Service. The Platform may also charge fees that are collected by Zift on the Platform's behalf. Depending on the nature of the relationship, fees may be withheld from payments deposited to the Merchant or may be debited against the Merchants as separate transactions. Zift also charges Merchants fees for exceptions processing, such as when a Merchant receives a chargeback. These fees are netted against other funds due to Merchant or debited from the Merchant's bank account. The Merchant agrees to pay Zift the fees that are posted from time to time by Zift or the Platform that provides the Zift Service (the "Fees"). In general, Fees posted by Zift and the Platform are cumulative; however, in case of inconsistency, the Fees posted by the Platform apply.

Subject to the terms of this Agreement, we and the Platform reserve the right to change our Fees. We will provide you thirty (30) days’ advance notice of any such change in Fees charged by Zift. By continuing to use the Service, you consent to the change in Fees. To withdraw your consent, you must close your Account.

4. E-Sign Disclosure and Consent, Updated Contact Information

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures ("Communications") that we provide in connection with your Account and your use of the Service. We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You agree that your electronic signature has the same effect as your manual, physical signature. Documents will be provided in PDF format.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.

It is your responsibility to keep your primary email address up to date. You understand and agree that if Zift sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Zift will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Zift to your email address book so that you will be able to receive the Communications we send to you. You can update your primary email address or street address at any time by logging into your Account. If your email address becomes invalid such that electronic Communications sent to you by Zift are returned, Zift may close your Account, and you will not be able to transact any activity using your Account until we receive a valid, functioning primary email address from you.

5. Prohibited Activities

By registering with Zift as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the following activities, items or services restricted by the Networks:

• Adult content
• Airlines
• Alimony, child support, or other court-ordered payments
• Bail bonds
• Bankruptcy lawyers
• Buyers clubs, discount clubs or membership clubs
• Check cashing, or payment for a dishonored check or for an item deemed uncollectible by another merchant
• Computer repair or maintenance services
• Cruise lines
• Credit counseling or credit repair agencies
• Credit protection or identity theft protection services
• Counterfeit or possibly counterfeit goods
• Debt collection, consolidation, or reduction services
• Digital currency
• Direct marketing of subscription offers
• Distressed Property Sales and Marketing
• Door to door sales
• Drugs, alcohol, or drug paraphernalia, or items that may represent them
• Factoring, liquidators, bailiffs, bail bondsmen
• Financial services, such as cash advances, bill payment, loans, prepaid cards, wire transfers, or sales of money orders or foreign currency
• Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, fantasy football, memberships on gambling-related internet sites and wagers at races
• Hate, violence, racial intolerance, or the financial exploitation of a crime
• Infomercial merchants
• Internet pharmacies or pharmacy referral sites
• Inbound or outbound telemarketing businesses including lead generation businesses
• Licensed or franchised goods or services, such as Apple products
• Medical equipment
• Multi-level marketing businesses, pyramid or Ponzi schemes
• Obscene or pornographic items
• Pharmaceuticals, including medical marijuana
• Prepaid phone cards or phone services
• Prostitution, escort services, massage parlors, and other potentially sexually related services
• Real estate or motor vehicle sales
• Rebate or upsell programs
• Scrip-dispensing terminal
• Timeshares, timeshare resales and related marketing
• Tobacco, cigarettes, or e-cigarettes
• Unlawful activities or items, or activities or items that encourage, promote, facilitate or instruct others regarding the same
• Violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same
• Weapons, including replicas and collectible items, or ammunition or other accessories
• Weight loss programs

If you fall within the following exclusions, you will not accept the American Express card:

• Equities (including stocks, bonds, or any other ownership position in a corporation)
• Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment
• Internet auctions
• Political parties
• Telecommunications (including wireless, cable, satellite, wireline, and ISP)
• Travel industry (including car rental, lodging, and other travel tour operators)

In addition, you may not use the Service for:

• Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
• Collecting, or attempting to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
• Sending unsolicited offers, advertisements, proposals, or junk mail or spam to others. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation materials, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signature;
• Accepting payments for goods or services provided by someone other than you;
• Providing yourself or others with a cash advance from a credit card;
• Any illegal purpose, or violating any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation, and data collection and privacy;
• Defaming, harassing, abusing, threatening, or defrauding others;
• Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
• Damaging, disabling, overburdening, or impairing Zift, including without limitation, using the Service in an automated manner;
• Interfering with another user's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
• Sending or receiving what Zift considers to be funds for something that may have resulted from fraud or other illegal behavior;
• Abusing the payment card system or violating the Operating Regulations, in the reasonable opinion of the Networks or Zift;
• Acting as a money services business or money transmitter;
• Transferring funds between bank accounts held in the same name;
• Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. Zift may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.

If Zift determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized. If Zift suspects that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the Services, and any of your transactions with law enforcement.

6. Our Role and Your Responsibilities

Zift provides hosting and data processing for Merchants. Zift is not a bank, money transmitter, or Money Services Business ( "MSB"), and Zift does not offer banking or MSB services as defined by the United States Department of Treasury.

Zift collects, analyzes and relays information generated in connection with payments from Purchasers. You authorize Zift to provide this information to the acquiring bank (“Bank”) in order for the Bank to facilitate payments from Purchasers through the Networks or the ACH system.

As between Zift and Merchant, all Purchaser, customer and user information, including but not limited to names, addresses, contact information, Account data, Cardholder Data, user history, payment history, and business and access information, received by Zift in performing the Services hereunder (“Merchant Data”) shall be owned by Merchant. Merchant hereby grants Zift a non-exclusive, nontransferable limited license to use Merchant Data to perform the Services. Zift may not use any personally identifiable information included in such Merchant Data for any unlawful or improper purpose and shall indemnify and, subject to specific exculpatory provisions of this Agreement. Other than the license granted herein to carry out its obligations set forth in this Agreement, Zift shall have no right, title or interest in the Merchant Data.

Zift must enter into agreements with the Networks, processors, payment facilitators, and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

You acknowledge that, if you reach certain American Express processing levels, you may be converted to a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance.

You expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Regulations and ACH Rules, regardless of whether you have possession of those provisions. The Networks make excerpts of their respective Operating Regulations available on their websites (including usa.visa.com, www.mastercard.com, www.americanexpress.com and www.discover.com).

For example, where you accept payment cards on your website, you will display each card's logo with equal size and prominence, and you shall not display a preference for, or discriminate against, one card brand over another. If you are using the Zift recurring billing feature, you agree that it is your responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (Regulation E), including by capturing your Purchaser’s agreement to be billed on a recurring basis.

You agree to be bound by this Merchant Services Agreement as well as the EON Terms of Service set forth at http://www.ziftpay.com/eon. By agreement to this Agreement (by "click through" signature, or otherwise), you also agree to the terms and conditions of the EON Terms of Service, which constitutes a legal binding contract between you, on the one hand, and EON and its designated Member Bank, on the other hand.

7. Authorization

As a Merchant, you authorize the Bank to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method we accept. You authorize the Bank to initiate electronic ACH entries to each bank account that you set up on the Website and to initiate adjustments for any transactions credited or debited in error. Your authorization will remain in full force and effect until you notify us by contacting Customer Support in accordance with instructions on our Website or by closing your Account. You understand that Zift requires a reasonable time to act on your revocation.

8. Card Acceptance

Zift supports most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express or Discover logo. In addition, Zift supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer. As a Merchant, you agree to accept all of the cards issued by Networks that Zift supports in accordance with the terms of this Agreement. Zift also supports payments via ACH from U.S.-based Purchasers with a U.S. bank account. We may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at our discretion.

9. Underwriting and Sharing Information

We may share some or all of the information about you and your transactions with the Bank, our processor, the Networks, and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Zift, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. American Express and other Networks may use your name, address, and website address (URL) in any media from time to time. If Zift is directed by the Networks or the processors through which Zift provides the Services, Zift may suspend or terminate your use of the Services. You agree that Zift is permitted to contact and share information about you and your Account with banks and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Zift's risk management process.

10. Transactions

Zift reserves the right to limit or restrict transaction size or volume at any time. If you would like to increase your limits, please contact Customer Support. Upon receiving this request, Zift will conduct a review of your Account, and decide whether to lift or remove these limits. Zift will consider a variety of factors in making this decision and will make this determination at its sole discretion. Transactions may be disputed at any time up to 90 days from the date of the transaction, regardless of state, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction.

11. Deposit of Funds

The Bank will transfer funds to the Merchant's Account according to the Merchants payout schedule (daily, weekly or monthly). Regardless of the payout schedule, the Bank will transfer funds to the Merchant's Account no more than thirty (30) days after the funds settle, subject to any "Reserve" imposed under Section 13 below. If the Bank cannot transfer the funds to the Merchant's Account (due to inaccurate or obsolete bank account information entered by the Merchant, or for any other reason), the Bank may refund the funds to the Purchaser or escheat them. Neither the Bank, Zift, nor the Purchaser will have any liability to Merchant for funds so refunded.

Settlements to a bank account may be limited or delayed based on your perceived risk and history with Zift. If you would like to request an increase to your settlement limit, please contact Customer Support at support@ziftpay.com. Upon receiving this request, Zift will conduct a review of your account. Zift will consider a variety of factors in making this decision and will make this determination at its sole discretion.

If Zift needs to conduct an investigation or resolve any pending dispute related to your Account, the Bank and Zift may defer payout or restrict access to the disputed funds for the entire time it takes us to do so. The Bank and Zift may also defer payout or restrict access to the disputed funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity. Zift shall provide you with written notice of its receipt of any such legal process or request from law enforcement or governmental entities.

If Zift reasonably suspects future chargebacks or disputes as a result of transactions to your Account, Zift and the Bank may defer payout and/or restrict access to your funds subject to such chargeback or dispute until Zift reasonably believes, in its sole discretion, that the risk of receiving a chargeback or dispute has passed.

All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at the Banks or Zift's sole discretion.

12. Reserve

The Bank may at any time temporarily suspend or delay payments to you and/or designate an amount of funds that the Bank must maintain in your Account ("Reserve") to secure the performance of your payment obligations under this Agreement. Following thirty (30) days advance written notice to you, the Bank may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Zift, in its reasonable discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Zift's favor, or otherwise as Zift or its processor may determine or require. If you do not have sufficient funds in your Reserve, Zift may, following the provision of written notice to you, fund the Reserve from any funding source associated with your Account, or from any other Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) credited to your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.

You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as there are funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve. These rights will survive the term of this agreement.

13. Payment Card Industry Data Security Standards ("PCI-DSS")

"Cardholder Data" is information associated with a payment card, such as an account number, expiration date, and CVV2. Zift is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service. Zift will maintain applicable PCI DSS requirements to the extent Zift possesses or otherwise stores, processes, or transmits cardholder data on your behalf, or to the extent Zift could impact the security of your cardholder data environment.

If you handle, transmit, or store any Cardholder Data in connection with your use of the Service, you agree to comply at all times with PCI DSS. Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by Zift to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorization decision.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws, Operating Regulations, and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Unless you receive the express consent of your customer, you may not retain, track, monitor, store, disclose or otherwise use Cardholder Data (e.g. to send any marketing or promotional materials to Purchaser) except for the transaction for which it was given and any post-transaction activities in connection with such immediate transaction (e.g. chargeback).

14. Taxes

Zift, or the Bank may have tax reporting responsibilities in connection with the Service. For example, Zift or the Bank will report to the Internal Revenue Service ("IRS") on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting correct any taxes to the appropriate tax authority. Zift is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.

15. Customer Service Provided by Merchants and Software Providers

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the Purchaser, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Zift. You will cooperate with Zift to ensure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.

16. Refunds and Returns

You agree to process returns of, and provide refunds and adjustments for goods or services through your Account in accordance with this Agreement and the Operating Regulations and ACH Rules. The Operating Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment.

16. Chargeback Handling

The amount of a payment may be charged back to you, as a Merchant, if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Operating Regulations.

If a chargeback occurs you owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed by the Bank, our processor, the Networks or any other third party. If you do not have sufficient funds in your Account, we will have the right to set off against funds owed to you as described in this Agreement. If you have pending chargebacks, the Bank may delay payouts to you. Further, if we reasonably believe that a chargeback is likely with respect to any transaction, the Bank may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser's complaint, in which case the Bank will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.

If we determine that you are incurring an excessive amount of chargebacks, Zift or the Bank may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.

17. Our Set-off and Collection Rights

To the extent permitted by law, Zift may set off any obligation you owe us under this Agreement (including chargebacks) or any other agreement between you and Zift or any of its affiliates against any credit in your Account or against any other amounts due to you. All Fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, the Bank may collect from any funding source associated with your Account, or from any other account under your control, or from any other source of funds owed by Zift or its affiliates to you, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement or any other agreement between Zift or its affiliates and you, or (c) available in your bank account, or other payment instrument registered with the Bank. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, Zift may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided by you to Zift. Such communication may be made by Zift or by anyone on its behalf, including but not limited to a third party collection agent.

18. Dormant Accounts

If there is no activity in your Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We will give you the option of keeping your Account open, withdrawing the funds, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Account and escheat your funds in accordance with applicable law.

19. Privacy

By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy available at www.Ziftpay.com.

20. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, you agree to inform us of the issue immediately by contacting Customer Support at support@ziftpay.com. Unless otherwise required by law, in which event you agree to notify Zift of such requirement, you also agree not to disclose the issue until Zift has addressed it.

21. Termination

If your Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all card logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information, Merchant Data and Account data stored on our servers, and (e) that Zift shall not be liable to you or any third party for termination of access to the Service, deletion of your information, Merchant Data or Account data, or export of your information, Merchant Data or Account data.

22. Your Right to Terminate

You may terminate this Agreement by closing your Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds held in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Account, the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the Bank will release those funds to you.

23. Our Right to Terminate

Upon our providing you with thirty (30) days advance written notice, we may terminate this Agreement and/or close your Account for any reason or no reason at any time. We may also suspend the Service and suspend access to your Account (including the funds in your Account) if you (a) have violated the terms of the Zift's policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct. Notwithstanding the foregoing, if directed by the Networks or the processors through which we provide the Service or if required by the Operating Regulations, we may terminate this Agreement and/or close a Merchant’s Account immediately and without prior notice.

24. Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

Upon termination, within ten (10) business days of Merchant’s payment of all amounts owed to Zift hereunder, Zift shall, at no additional cost to Merchant, securely transmit any and all Merchant Data in its possession to Merchant, or Merchant’s authorized designee, in a format reasonably agreeable to Zift and you. The parties agree that such transfer of the Merchant Data shall be made in compliance with PCI-DSS requirements, where applicable.

25. Your License

Zift grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when Zift makes these updates available.

You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any Zift system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with Zift referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Zift; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section. You may not use the Service on a mobile device that is "jail broken" or otherwise modified contrary to the manufacturer's software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

26. Intellectual Property Rights

The Service is protected by copyright, trade secret and other intellectual property laws. Zift owns all right, title, and interest in the Service. This Agreement does not grant you any rights to Zift's trademarks or service marks, nor may you remove, obscure, or alter any of Zift's trademarks or service marks included in the Service.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Zift under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Zift does not waive any rights to use similar or related ideas previously known to Zift, or developed by its employees, or obtained from sources other than you.

27. Indemnification

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you), except to the extent that any such damages result entirely from the acts or omissions of Zift; (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any law, rule or regulation of the United States or any other country; (f) any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

28. Representations and Warranties

You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.

29. Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZIFT OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ZIFT, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ZIFT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ZIFT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

ALL THIRD PARTY HARDWARE AND OTHER PRODUCTS INCLUDED OR SOLD WITH THE SERVICE ARE PROVIDED SOLELY ACCORDING TO THE WARRANTY AND OTHER TERMS SPECIFIED BY THE MANUFACTURER, WHO IS SOLELY RESPONSIBLE FOR SERVICE AND SUPPORT FOR ITS PRODUCT. FOR SERVICE, SUPPORT, OR WARRANTY ASSISTANCE, YOU SHOULD CONTACT THE MANUFACTURER OR DISTRIBUTOR DIRECTLY. ZIFT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

30. Limitation of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZIFT, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES) AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ZIFT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT WILL ZIFT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZIFT, ITS PROCESSORS, THE NETWORKS, AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL ZIFT, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ZIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from facilities in the United States. Zift makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

31. Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Customer Support at support@ziftpay.com with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration. Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

32. Binding Individual Arbitration

You and Zift agree to arbitrate all "Disputes," defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and Zift, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, Zift advertising, and any use of Zift software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing, you or Zift may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. Zift may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST ZIFT. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) ("AAA") according to this provision and the applicable arbitration rules. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org.

33. Governing Law

This Agreement and any Dispute will be governed by Utah law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Utah, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. You agree that any Dispute will be litigated or arbitrated, as applicable, in Utah County, Utah, and you consent to the jurisdiction of the courts sitting therein and agree that such a forum is not inconvenient to you.

34. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Zift without restriction.

35. Amendment of Agreement and other Provisions

We have the right to amend this Agreement at any time and any use of our Service after our publication of any change shall be deemed your acceptance of such amendment. No modification or amendment to this Agreement shall be binding upon Zift unless in a written instrument signed by a duly authorized representative of Zift. Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and Zift. In the event of a conflict between this Agreement and any other Zift agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that Zift may have under trade secret, copyright, patent or other laws. Zift's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. All provisions that by their context are intended to survive the termination of this Agreement shall survive termination of this Agreement.