Effective Date on: July 30, 2023
Last updated on: July 31, 2023
1.2.“App Store Provider” has the meaning ascribed to it under Clause 10.6.1 of these Terms and Conditions.
1.3.“Chargeback” means a request that a Customer files directly with his or her Card company or Card issuing bank to invalidate a processed payment.
1.4.“Claim” means a challenge to a payment that you or a Customer files directly with Zbooni.
1.5.“Content” means contents of the Services, including its “look and feel”, design, layout, editorial content, notices, software, source code, images, illustrations, animations, tools, text, ideas, communications, replies, comments, graphics, interactive features, designs, copyrights, trademarks, service marks, branding, logos, and other similar assets, patents, sounds, applications, and any intellectual property therein, any of which may be generated, provided, or otherwise made accessible on or through the Services.
1.6.“Customer” means a customer of the Merchant.
1.7.“Payment Processors” means the third-party service providers offering services as an agent of one or more financial institutions in the Territories to process and settle Transactions.
1.9.“Reserve Account” has the meaning ascribed to it under Clause 7.10.1 of these Terms and Conditions.
1.10.“Reversal” means Zbooni reverses the settlement of funds from a processed Transaction that you received because (a) the card Transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by (i) Zbooni, Payment Processor or local financial institution; (ii) the processors, suppliers or licensors of Zbooni; or (iii) any of the respective affiliates, agents, directors, and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorization to send the payment (for example the Customer used a card that did not belong to the Customer), (d) you received the payment for activities that violated this Agreement, Payment Processor Terms, Payment Network Rules, or applicable law, or (e) we decided a Claim against you.
1.11.“Service” means the services offered by Zbooni to Merchants from time to time, through Service Modules which include but are not limited to (i) connected-commerce integration through Zbooni’s proprietary software, (ii) hosting products and services offered by Merchants to Customers on the Zbooni Marketplace, (iii) the processing and settlement of Transactions by Payment Processors through Zbooni’s proprietary software across platforms, and/or (iv) providing Merchants with data-driven insights as set out on the Website and the Zbooni App.
1.12.“Service Modules” means the subscription and package option of the Service obtained by the Merchant, details of which are set out in the Payment Policy located at https://www.zbooni.com/payment-policy.
1.13.“Territory”, and “Territories” means the Zbooni-covered territories listed below, as may be updated from time to time.
1.13.1.United Arab Emirates
1.13.2.Kingdom of Saudi Arabia
1.14.“Transactions” means transactions between Merchants and their Customers.
1.15.“Merchant”, “you”, and “your” means the sole proprietor or business organization, company, or other entity registered as a ‘Merchant’ with Zbooni pursuant to the Zbooni Account registration set out in Clause 4 of these Terms and Conditions.
1.16.“Website” means our website located at https://www.zbooni.com and all Content and services provided by Zbooni at or through the Website. Further, the term, “Website” also refers to all Zbooni-owned subdomains of zbooni.com.
1.17.“Zbooni”, “we”, and “us” means [Zbooni].
1.18.“Zbooni Account” has its meaning ascribed to it under Clause 4.1.2 of these Terms and Conditions.
1.19.“Zbooni App” means the mobile application developed by Zbooni for Merchants in connection with the Services.
1.20.“Zbooni Indemnified Parties” means Zbooni and its affiliates, and their respective shareholders, directors, agents, officers, personnel, employees, successors and assigns.
1.21.“Zbooni Marketplace” means the Zbooni hosted commerce platform available at https://cshop.market and any associated websites, products, or services offered by Zbooni.
2.Who We Are and How to Contact Us
2.1.The Website, Zbooni App, and the Services are owned and operated by Zbooni DMCC, Mazaya Business Avenue AA1, Office 3205, Jumeria Lake Towers, Dubai, United Arab Emirates, +971 4 5579133.
2.1.1.Zabooni Arab Company for Information Technology located at Al-Yasmeen, Abu Bakr Al Siddiq 13532, Riyadh, Kingdom of Saudi Arabia, +966 56 395 8809
2.1.2.Zbooni Jordan for Marketing and e-commerce LLC located at King Hussein Business Park, Building No 7, V Business Center, Office 304, Amman, Jordan, +962 7 9111 1868
2.1.3.Zbooni Egypt located at 8 Hafez Ibrahim St, City Center Mall, CO 55, Cairo, Egypt, +201 100 484 7171
2.2.If you have any questions regarding the Service or the Agreement, please feel free to contact us at email@example.com.
3.Applicable Terms and Consent
3.1.By installing, accessing, using, or subscribing to any of our Services, you confirm that you accept and agree that you will comply with these Terms and Conditions, and all other terms set out in the Agreement. If you do not agree to any of these Terms and Conditions or any other terms set out in the Agreement, you must not use any of the Services.
3.2.If you use the Services, whether in part or whole, on behalf of another person, you represent and warrant that you are legally and duly authorized and empowered by and for such person to agree to (i) this Agreement on behalf of such person and (ii) use the Services on behalf of such person. Further, you acknowledge and agree that you shall indemnify, on demand, the Zbooni Indemnified Parties for any breach of such representation and warranty.
3.3.For more information regarding our various policies, please refer to https://www.zbooni.com/policies.
3.4.Further, we reserve the right to change, in our sole discretion, the Terms and Conditions and other terms in the Agreement at any time by publishing the varied terms on the Website, with or without notice. If a material change is made, we will provide reasonable notice by email at your email address registered with your Zbooni Account or notification of such change to the Zbooni Account.
3.5.You are responsible for reviewing regularly information posted online to obtain timely notice of such changes. As such, we recommend that you check the Website and your Zbooni Account regularly to ensure you are aware of our current terms. We do not undertake to keep our Website up-to-date and we are not liable if any content is inaccurate or out-of-date. Your continued use of any part of the Services after changes are posted constitutes your acceptance of the Agreement as modified by the posted changes.
4.Getting a Zbooni Account
4.1.1.The Service is only made available to persons in the Territories that operate a business activity, selling goods and services. You agree and acknowledge that the Service is not made available for any personal, family, or household purposes.
4.1.2.To use the Service for your business, you will first have to register for an account (“Zbooni Account”). You may choose to register as an individual (sole proprietor) or as a company or other business organization.
4.1.3.If you register as a business organization, company, or other legal entity (“Entity”), you must also provide information about an owner or principal of the Entity, and you must be authorized to act on behalf of the Entity and have the authority to bind the business to the Agreement. Accordingly, you represent and warrant that you are legally and duly authorized and empowered by such Entity to (i) this Agreement on behalf of such Entity, and (ii) use the Services on behalf of such Entity. Further, you acknowledge and agree that you shall indemnify, on demand, the Zbooni Indemnified Parties for any breach of such representation and warranty.
4.1.4.If you register as an individual, you must be at least the age of majority in the jurisdiction where you reside or where you carry out business activities, whichever is higher.
4.2.Verification and Underwriting
4.2.1.When you register for a Zbooni Account, you must provide us with accurate and complete information as prompted by the registration process including but not limited to basic information including your name, company name, location, email address, and phone number.
4.2.2.Further, to verify your identity, we may, in our sole and absolute discretion, take measures, from time to time, to verify, re-verify or validate your identity and you hereby authorize us to make any inquiries at any time we deem desirable, necessary or expedient to verify your identity and assess whether you meet, or continue to meet our eligibility requirements for using the Service and/or creating a Zbooni Account, including but not limited to (i) asking you for further information including but not limited to your date of birth, government-issued ID, tax identification number, commercial license, financial statements, business invoices, reseller authorization, distributor information, and other forms of identification such as a driver’s license, (ii) requesting to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement, and/or (iii) verifying information you provide against third party databases or through other sources (collectively, “Verification Tools”). If you do not provide such information, take such required steps, or otherwise fail to comply with any of the foregoing requirements, or if we cannot verify your identity, we reserve the right, in our sole and absolute discretion, to delay registering your Zbooni Account, refuse access to the Service, suspend, and/or terminate your Zbooni Account.
4.2.3.Further, you expressly agree, acknowledge, and authorize us to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a Zbooni Account.
4.2.4.After we have collected and verified all your information, Zbooni will, in its sole and absolute discretion, determine if you are eligible to use the Service. You expressly agree and acknowledge that Zbooni may also share your information with our Payment Processors and local financial institutions, each of which may also decide regarding your eligibility. We will notify you at your email address provided to us during the registration process once your Zbooni Account has been either approved or deemed ineligible for use of the Service.
4.2.5.You agree that Zbooni is permitted to contact and share information about you and your application (including whether you are approved or declined), and your Zbooni Account with the Payment Processor, including local financial institutions. This includes sharing information (i) about your Transactions for regulatory or compliance purposes, (ii) for use in connection with the management and maintenance of the Service, (iii) to create and update their customer records about you and to assist them in better serving you, and (iv) to conduct Zbooni's risk management process.
4.2.6.Further, you expressly authorize us to contact your Customers from time to time to validate and verify Transactions.
4.3.1.You understand, agree and acknowledge that Zbooni continuously verifies you and your Zbooni Account pursuant to our own proprietary risk assessment tools. Accordingly, from time-to-time, and depending on our own risk and verification metrics, we may, in our sole and absolute discretion, take measures from time to time to re-verify or re-validate your identity and assess whether you meet, or continue to meet our eligibility requirements for using the Service and/or creating a Zbooni Account. Such measures may include (i) Verification Tools, (ii) contacting your Customers to validate and verify Transactions, and/or (iii) any other means we deem appropriate in accordance with applicable law. If you do not provide such information, take such required steps, or otherwise fail to comply with any of the foregoing requirements, or if we cannot verify your identity, we reserve the right, in our sole and absolute discretion, to refuse access to the Service, suspend, and/or terminate your Zbooni Account.
4.4.2.Third Party Services use, store, and disclose your information solely in accordance with their policies. We assume no responsibility or liability for the privacy practices or any other actions of any third-party website or service that may be enabled within the Services. Further, we assume no responsibility or liability for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Services.
4.4.3.You represent and warrant that you are the subscriber and owner of the email address you provided in connection with the Services and Zbooni Account. Further, you agree and acknowledge that we or our affiliates may contact you by e-mail to your provided email address to provide you with notices and information regarding your Zbooni Account or use of the Services, fulfill your requests, resolve your complaints, provide you with promotional information, or for any other purpose we deem necessary in our sole and absolute discretion. However, regarding promotional information and other non-essential information, as determined by us in our sole discretion, you may opt out any time by following the steps set out in the e-mails we may send you to your provided email address. Please note that we are not liable for any delayed or undelivered emails.
4.4.4.You acknowledge and agree that Zbooni may provide disclosures and notices, including tax forms, regarding the Service to you by posting such disclosures and notices on our Website, emailing them to the email address listed in your Zbooni Account, or mailing them to the address listed in your Zbooni Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a hard-paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to the Website or e-mailed to you at your provided e-mail address.
4.4.5.You agree and consent to receive all notices and information we may send to your provided e-mail address. It is your responsibility to provide us with your complete, accurate contact information, or promptly update us in the event you change your information. If we discover that any information provided in connection with your account is false or inaccurate, we reserve the right, in our sole and absolute discretion, to suspend or terminate your account at any time.
4.4.6.You are responsible for maintaining the confidentiality of all actions that take place while using the Services and your Zbooni Account, and must notify us immediately at firstname.lastname@example.org in the event of any actual or suspected loss or unauthorized use of your Zbooni Account. We are not responsible, and we do not assume any liability for any loss that results from unauthorized use of your Zbooni Account.
4.4.9.Use of the Services may be available through the Zbooni App, which may not be available or compatible for all devices. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees (including message and data rates) as well as the terms of your agreement with your mobile device and telecommunications provider. You will need to check the Services to ensure your device and telecommunications provider are compatible. Zbooni is not obligated to provide a compatible version of the Services (including but not limited to a compatible mobile app) for all devices, operating systems or telecommunication providers, all of which are subject to change by Zbooni at any time without notice to you.
4.4.10.Please note that if you wish to remove the Zbooni App from your mobile devices, then you may delete the Zbooni App, however that will only delete your data from the device. Your content is subject to this Agreement and will be treated in accordance with applicable law.
4.4.11.We reserve the right to refuse to provide the Services to anyone and can monitor, terminate or suspend your Zbooni Account or access to the Services at any time.
4.4.12.We may, in our sole discretion, also deactivate, terminate, or suspend your Zbooni Account or access to any and all Services at any time:
- if we determine you are or have been in violation of the Agreement or applicable law,
- in response to requests by law enforcement or other applicable authority, or
- upon discontinuation or material modification of any Services.
5.1.1.Zbooni provides the commerce software to enable you to use the Service. We reserve the right to require you to install or update any and all software updates to continue using the Service.
5.1.2.We may update or amend our Services from time to time, in our sole and absolute discretion. Therefore, we may provide updates (including automatic updates) for certain Services from time to time. This may include upgrades, modifications, bug fixes, patches, other error corrections, or new features. You may be required to download and install such updates from time to time to ensure that your Zbooni Account and the Services function properly. Further, you hereby expressly consent to automatic updates and agree that the Terms and Conditions and other terms of the Agreement will apply to all such updates to the Services.
5.1.3.In our sole discretion, we may change, suspend, or discontinue any or all of the Services at any time. In addition, we have no obligation to provide any updates or to continue to provide or enable any particular features or functionality of any Service. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.
5.1.4.We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls.
5.2.1.The Payment Processor is a technical service provider and may offer the services as an agent of one or more financial institutions in the operating countries. The processing and settlement of your Transactions are carried out by the Payment Processor. The Payment Processor’s role is to accept and process credit cards, debit cards, and other types of payments (collectively “Cards”) with respect to sales of your products and services through Transactions.
5.2.2.Depending on the Service Module and Services provided to the Merchant, we use specific Payment Processors, details of whom can be found in the Payment Policy located at https://www.zbooni.com/payment-policy. We may, acting in our sole and absolute discretion, change Payment Processors who are processing and settling any of your Transactions from time to time. We reserve the right to take measures in accordance with applicable law in the event a Payment Processor experiences any network interruption or technical glitches. However, you acknowledge and agree that we are not responsible nor liable for any technical malfunctions, network interruptions, network failures, or other issues that Payment Processors may experience which may have an impact on the Service from time to time.
5.2.4.Zbooni is not responsible or liable for any errors or omissions or Payment Processor related issues. Further, Payment Processors may use, store, and disclose your information solely in accordance with their policies. We assume no responsibility or liability for the privacy practices or any other actions of any Payment Processor. Further, we assume no responsibility or liability for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Payment Processor.
5.3.Authorization for Handling Fund
5.3.1.By installing, accessing, using, or subscribing to our Services, you expressly agree, acknowledge, and authorize Zbooni to hold, receive, and disburse funds on your behalf when such funds from your Transactions settle from the Payment Networks. You further agree, acknowledge, and authorize Zbooni to determine how your Transaction settlement funds should be disbursed to you (such as by bank transfer or by sending you a paper check payable to you) and the timing of such disbursements.
5.3.2.You also agree, acknowledge and authorize Zbooni to hold settlement funds in a deposit account at a local financial institution (“Deposit Account”) of our choosing (acting in our sole and absolute discretion) pending disbursement of the funds to you in accordance with the terms of this Agreement. Further, you acknowledge, agree, and authorize Zbooni to change Deposit Accounts for any reason whatsoever.
5.3.3.All disbursements amounts shall be disbursed to you through bank transfers from the Deposit Account to your bank account or through other legally permissible modes to you, such as a paper check payable to you or peer-to-peer wallet transfers, as may be determined by Zbooni in its sole and absolute discretion and in accordance with applicable law (“Merchant Account”).
5.3.4.You further agree and acknowledge that Zbooni cannot and will not assume any responsibility or liability for any incorrect banking or other account information provided by the Merchant.
5.3.5.You acknowledge and agree that you are not entitled to any interest or other compensation associated with the settlement funds held in the Deposit Account pending settlement to your Merchant Account, that you have no right to direct that Deposit Account, and that you may not assign any interest or grant any security interest or lien in the settlement funds or the Deposit Account.
5.3.6.From time to time, we may make information available to you in your Zbooni Account regarding anticipated settlement amounts that we have received on your behalf from the Payment Networks and are being held by us pending settlement. The settlement information reflected in your Zbooni Account is for reporting and informational purposes only and does not create any ownership or other rights in settlement funds, which are provisional credits only until such funds are credited to your Merchant Account. Your authorizations set forth in this Clause 5 shall remain in full force and effect until your Zbooni Account is closed or terminated.
5.3.7.Taxes and Reporting. It is your responsibility to determine what, if any, taxes and duties apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide card payment services. For the avoidance of doubt, each party shall be responsible for the payment of all taxes for which such party is legally responsible as determined by applicable law or any applicable governmental authority.
5.3.8.For further details regarding handling, settling, and disbursing funds to you, please refer to our Payment Policy located at https://www.zbooni.com/payment-policy.
5.4.1.The card processing service supports most issued cards with a Payment Network logo, including credit, debit, pre-paid, or gift cards. Zbooni will only process Card Transactions that have been authorized by the applicable Payment Network or Card issuer. You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase your products and services, and Zbooni does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back. You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the Reversal or Chargeback. Zbooni may add or remove one or more types of supported payment methods at any time without prior notice to you. Please refer to Clause 7.6 in these Terms and Conditions for further details regarding Reversals and Chargebacks.
5.4.2.The Payment Networks have established guidelines, bylaws, rules, and regulations (“Payment Network Rules”) which are available at (VISA and MasterCard). By installing, accessing, using, or subscribing to our Services, you indicate that you have read, acknowledged, agreed, and accepted the Payment Network Rules applicable to you. Further, you agree and acknowledge that you shall comply with all applicable Payment Network Rules. Please note that the Payment Networks reserve the right to amend the Payment Network Rules from time to time and it is your responsibility to be updated with such changes. The Payment Processor, acting on behalf of Zbooni, reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.
5.4.3.Zbooni, or its agent, acts as the merchant of record on all Transactions. The name ‘Zbooni’ or that of the agent may appear in Customers' credit or debit card statements. To avoid Customer confusion and Transaction disputes, you must make your Customers aware of this. You agree to indemnify the Zbooni Indemnified Parties from any and all costs arising in any dispute due to your failure to do so.
5.5.Customer Service and the Zbooni Account Manager
5.5.1.You will be assigned a Zbooni account manager who shall inter-alia provide you with customer service to resolve any issues relating to your Zbooni Account, your card payment processing, use of our software, and the distribution of funds to your Merchant Account. You and you solely, are responsible for providing service to your Customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of Customers' Cards through the Service. Details of the Zbooni account manager will be provided to you when your Zbooni Account is successfully registered in accordance with the Agreement.
5.6.1.We may also offer aggregate and anonymous data and other insight features (“Zbooni Insights”), which are intended to promote transparency, help you to better understand your Transactions, and help you make more informed decisions. Unless indicated otherwise, we provide such Zbooni insights based on information obtained anonymously in accordance with applicable law. However, such Zbooni Insights cannot be guaranteed. Accordingly, such Zbooni Insights may include a certain degree of margin of error. Further, all data collected is encrypted using commercially reasonable standards and is not linked to any Merchant’s or Customer’s personal information.
5.6.3.We do not guarantee the accuracy or completeness of Zbooni Insights, and you are responsible for how you use them, and you should do your independent research regarding any such Zbooni Insights.
5.6.4.The Service is provided to you on an “as is” basis, with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Zbooni, on its behalf and behalf of its affiliates and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of the course of dealing, course of performance, usage or trade practice. Without limitation to the generality of the foregoing, Zbooni provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.
6.2.If we believe that a security breach or compromise of data has occurred, Zbooni may require you to have a third party auditor that is approved by Zbooni conduct a security audit of your systems and facilities and issue a report to be provided to Zbooni, Payment Processors, financial banks, and the Payment Networks.
6.3.Your privacy and the protection of your data are very important to us. Zbooni works with the Payment Processor to provide the Zbooni service, and both Zbooni and the Payment Processor may collect or receive certain personal data about you and your Customers.
6.4.You represent to us that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to us, or allow Zbooni or Payment Processor to collect, use, retain and disclose any Customer data that you provide to us or authorize us to collect, including information that we may collect directly from your end-users via cookies or other means, and that we will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between the parties to this Agreement, you are solely responsible for disclosing to your Customers that we are processing credit card transactions for you and obtaining data from such Customers. If you receive information about others, including Customers, through the use of the Service, you must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by the Customer.
7.Processing Card Transactions and Receiving Your Funds
7.1.Processing Card Transactions
7.1.1.You acknowledge and agree that you will honor all eligible Cards presented for payment by your Customers for your goods and services in accordance with the Payment Network Rules, this Agreement, Payment Processor Terms, and any operating guides that we may provide you from time to time.
7.1.2.You agree that you will obtain an authorization from the Payment Network(s) for each Card Transaction, as required under the Payment Network Rules, and will not submit a Card Transaction for settlement where there is a negative authorization or the Card is otherwise expired. You acknowledge that the existence of an affirmative authorization from us or the Payment Networks does not mean that a particular Card Transaction will not be subject to Chargeback, Reversal, or Claim at a later date. You will not impose any fee or surcharge on a Customer that seeks to use an eligible payment Card.
7.1.3.You will provide a receipt to the Customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law. You will display all Payment Network marks in accordance with the Payment Network Rules and will use such marks only to indicate that you accept their Cards for payment.
7.2.Payouts and Transaction History
7.2.1.We will disburse the funds settling from the Payment Networks to your Merchant Account, in accordance with our Commercial Policy (located at https://www.zbooni.com/payment-policy) in the amounts actually received (less Zbooni Fees as defined below) for Card Transactions submitted to our Service.
5.2.2.The payouts will be made to the Merchant Account you provide for your Zbooni Account. The Merchant Account must be an account located at a bank in the Territory and held in the name of the Merchant. You are responsible for the accuracy and correctness of the information regarding your Merchant Account. Funds for any given transaction will not be transferred to your Merchant Account until the Transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Payment Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Merchant Account of the settling funds will be subject to the Payment Policy located at https://www.zbooni.com/payment-policy.
7.2.3.Notwithstanding the foregoing, you acknowledge that all credits for funds provided to you are provisional and subject to reversal including without limitation if there are adjustments for inaccuracies and errors (including rejects) and Chargebacks, Reversals, or Claims in accordance with this Agreement and the Payment Network Rules, whether or not a Transaction is charged back by the issuer of the Card or the Cardholder. Accordingly, you authorize us to initiate reversal or adjustment (debit or credit) entries to the Reserve Account and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse provisional credit for any Transaction.
7.2.4.After each payout of card settlement funds to your Merchant Account, we will update information in your Zbooni Account to reflect settlement. Information regarding your Card Transactions processed and settled with the Services (“Transaction History”) will be available to you upon request.
7.3.1.The payout schedule refers to the time it takes for us to initiate a transfer to your Merchant Account of settlement funds arising from Card Transactions processed through the Service (“Payout Schedule”). Once your Merchant Account information has been reviewed, Zbooni will initiate the transfer of settlement funds (net of the Zbooni Fees, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which are set out in the Payment Policy located at https://www.zbooni.com/payment-policy.
7.3.2.Zbooni shall bear the initial transfer cost arising from initiating the transfer of settlement funds to your Merchant Account. However, we shall not bear any other costs associated with the receipt of payment by Merchant. These additional charges may include local bank costs, charges and fees, intermediary bank costs, charges and fees, currency exchange/forex costs, charges and fees, fees and costs associated with applicable laws, compliance and KYC costs, charges and fees, and other administrative costs, charges and fees which may be issued by financial institutions and/or governmental authorities. Accordingly, the total amount received by the Merchant will depend on any such charges, costs and fees, and the fees set out in the Payment Policy including but not limited to the Zbooni Fees.
7.3.3.The transfer of settlement funds to the Merchant Account is dependent on the bank timescales. While the settlement funds should normally be credited to your Merchant Account within 1-2 business days of us initiating the payout, we cannot provide a firm date and you should refer to your bank for guidance. Payments initiated to the Merchant Account, as evidenced by confirmation from Zbooni, shall be deemed full and final settlement of the amounts owed to the Merchant. Further, we are not responsible for any action taken by the institution holding your Merchant Account that may result in some or all of the funds not being credited to your Merchant Account or not being made available to you in your Merchant Account.
7.3.4.The Payment Processor, on behalf of Zbooni, reserves the right to change the Payout Schedule or suspend payouts to your Merchant Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service including but not limited to failure to meet any verification standards set out by Zbooni in this Agreement or if required by law or court order.
7.4.Reconciliations and Errors
7.4.1.Your Transaction History will be available to you in the Zbooni App, the business dashboard set out in your Zbooni Account, and upon request by emailing us at email@example.com. Except as required by applicable law, you are solely responsible for reconciling your Transaction History with your actual Transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, as may be determined by Zbooni in its sole and absolute discretion, acting reasonably, we will transfer funds to your Merchant Account in the next scheduled payout. Your failure to notify us of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your payments. If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your Zbooni Account as appropriate. Zbooni will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic Transaction History will be deemed a waiver of any right to amounts owed to you.
7.5.Refunds and Returns
7.5.1.By installing, accessing, using, or subscribing to our Services, you agree and acknowledge to submit any and all refunds and adjustments for returns of your products and services through the Service to the Customer’s card in accordance with the terms of this Agreement, Payment Network Rules, and applicable law. Payment Network Rules require that you will (i) maintain a fair return, cancellation, or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds to a customer in connection with a Card sale, unless required by law; and (iv) not accept cash or any other item of value for preparing a Card sale refund.
7.5.2.Full refunds must be for the exact amount of the original transaction including tax, handling charges, and other charges. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to the customer for postage costs incurred for product returns. Refunds processed through the Service must be submitted within sixty (60) days of the original transaction but in all cases, within three (3) days of approving the Cardholder refund.
7.5.3.For processed refunds, we will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from the processing of other card transactions, or (ii) funds in any Reserve Account (as defined below). If these funds are not sufficient, you agree to pay all funds owed to us upon demand. You are solely responsible for accepting and processing returns of your products and services; we have no responsibility or obligation for processing such returns.
7.6.1.A Chargeback is typically caused when a Customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for (i) Customer disputes, (ii) unauthorized or improperly authorized Transactions, or (iii) Transactions that do not comply with applicable law, Payment Network Rules, Payment Processor Terms, the terms of this Agreement, or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by the Payment Network, the acquiring bank (in terms of the Payment Network Rules), Payment Processor, or the Customer’s card issuing financial institution.
7.6.2.When a Chargeback is issued, you are immediately liable to Zbooni for the full amount of payment of the Chargeback plus any associated fees, fines, expenses, or penalties (including those assessed by the Payment Networks or our Payment Processors). You agree that we may recover these amounts by debiting your Reserve Account or setting off any amounts owed to you by us from time to time. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.
7.6.3.Further, if we reasonably believe that a Chargeback is likely with respect to any Transaction, we 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 customer's complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the transaction will not occur.
7.7.1.At any point, Zbooni, the Payment Processor, relevant local financial institutions, and the Payment Networks, may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Service, including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable fees, (iii) delays in your Payout Schedule, or (iv) possible suspension or termination of your Zbooni Account and the Service. The Payment Networks may also place additional controls or restrictions as part of their monitoring programs for merchants with excessive Chargebacks.
7.8.1.You agree to pay the Zbooni Fees (“Zbooni Fees”) assessed by us to you for providing the Services. These fees will be calculated pursuant to the Fee Schedule incorporated in the Payment Policy located at https://www.zbooni.com/payment-policy. We reserve the right to revise our Zbooni Fees at any time, subject to a thirty (30) day notice period to you.
7.8.2.You acknowledge that you are also responsible for any penalties or fines imposed on us or directly on you by any Payment Network or financial institution as a result of your activities.
7.8.3.For further details regarding fees, please refer to the Payment Policy located at https://www.zbooni.com/payment-policy.
7.9.Our Collection Rights
7.9.1.To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of Transactions. Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, you will pay us the full amount immediately upon demand. Your failure to fully pay the 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, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
7.9.2.Additionally, we may require a personal guaranty from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.
7.9.3.In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and Chargebacks including, but not limited to, collection fees and convenience fees, and other third parties charges.
7.9.4.You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Zbooni by you. Such communication may be made by Zbooni or by anyone on its behalf, including but not limited to a third party collection agent.
7.10.1.Funds held in reserves are amounts of money set aside to cover Chargebacks, refunds, or other payment obligations under this Agreement (“Reserve Account”). We, in our discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your Transaction is held for a period of time or that additional amounts are held in the Reserve Account for reasons we determine in our sole and absolute discretion, acting reasonably, such as reserving up to 15% of a Transaction pending confirmation regarding the tax status of cross-border Transactions. We, in our discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.
7.10.2.We may require you to fund the Reserve Account by means of (i) any funds payouts made or due to you for card transactions submitted to the Service, (ii) other sources of funds associated with your Zbooni account, or(iii) requesting that you provide funds to us for deposit to the Reserve Account. You agree that you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account, that you have no right to direct the Reserve Account, that you have no legal interest in those funds or the Reserve Account and that you may not assign any interest in those funds or Reserve Account.
7.11.1.You agree and acknowledge that you expressly grant us a lien and security interest in the Reserve Account, all Card Transactions (including future Card Transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
7.12.1.For further details regarding processing Transactions and receiving your funds, please refer to the Payment Policy located at https://www.zbooni.com/payment-policy
8.Restricted Use and Lawful Purpose
8.1.You acknowledge and agree to use the Services only for lawful purposes, and in accordance with this Agreement, applicable Payment Processor Terms, applicable Payment Network Rules, and all applicable law.
8.2.You represent, warrant and covenant that you have and shall continue to have all necessary licenses, registrations, consents and other authorizations required under applicable law to use the Services and undertake Transactions.
8.3.You are required to comply with all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising), including those of all applicable central banks such (for example, you shall obtain all necessary true, accurate and correct information of the Customers and not create or use any ‘spoof’ customer details).
8.4.In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to Customers, (ii) submit any card transaction for processing that does not arise from your sale of goods or service to a Customer, (iii) act as a payment intermediary or aggregator or otherwise resell our Services on behalf of any third party, (iv) send what you reasonably believe to be potentially fraudulent authorizations or fraudulent card transaction, or (v) use your Zbooni account or the Service in a manner that Visa, MasterCard, or any other Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network Rules.
8.5.You acknowledge and agree that you shall (i) ensure compliance with cardholder data security and storage requirements, (ii) maintain fraud and Chargebacks below Payment Network thresholds, (iii) review and understand the terms of this Agreement, (iv) comply with all this Agreement, Payment Network Rules, and Payment Processor Terms, and (v) retain a copy of this Agreement.
8.6.You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access our systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us; (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) work around 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 Agreement.
8.7.We reserve the right to not authorize or settle any transaction you submit that we believe violates this Agreement, Payment Processor Terms, Payment Network Rules, or exposes you, other Zbooni users, Payment Processors, or Zbooni to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Zbooni Account if we reasonably suspect that your Zbooni Account has been used for an unauthorized, illegal, or criminal purpose.
9.Term and Termination
9.1.Term. The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by Zbooni, Payment Processor, or the relevant local financial institution.
9.2.Termination. You may terminate this Agreement at any time. If you deactivate your Zbooni Account, you may re-activate your Zbooni Account at any time by agreeing to the Agreement, Payment Processor Terms, and Payment Network Rules. We may suspend your Zbooni Account and your access to the Service and any funds in your Zbooni Account, or terminate this Agreement, if (i) we determine, in our sole and absolute discretion, at any time, that you are ineligible or no longer eligible for the Service because of the risk associated with your Zbooni Account, including without limitation significant credit or fraud risk, or for any other reason whatsoever, or (ii) you do not comply with any of the provisions of this Agreement, (iii) upon request of a Payment Processor, Payment Network, or pursuant to any applicable law.
9.3.Effects of Termination
9.3.1.Upon termination and closing of your Zbooni Account, we will immediately discontinue your access to the Services. You agree to complete all pending Transactions, immediately remove all logos for Cards, and stop accepting new Transactions through the Service. You will not be refunded the remainder of any fees that you have paid for the Service if your access to or use of the Service is terminated or suspended by Zbooni pursuant to Clause 9.2 above. Any outstanding funds as on the date of termination of this Agreement will be paid out to you subject to the terms of the Payout Schedule set out under the Payment Policy located at https://www.zbooni.com/payment-policy. Termination does not relieve you of your obligations as defined in this Agreement and we may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Zbooni Fees, Refunds, other fees, and costs, or other investigations or proceedings.
9.3.2.Upon termination you agree: (i) to immediately cease your use of the Service, (ii) to discontinue use of any Zbooni or Payment Processor intellectual property and to immediately remove any Zbooni or Payment Processor references and logos from your website, (iii) that the license granted under this Agreement shall be terminated without any further act of the parties, (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data.
10.1.Your License. We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service. The Service includes but is not limited to our Website, Zbooni App, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes, or maintenance releases) thereto provided to you by us. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time when we make these updates available.
10.2.1.The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. We own the title, copyright, and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service.
10.2.2.This Agreement does not grant you any rights to our trademarks or service marks. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereinafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under all applicable law.
10.2.3.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 (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from sources other than you.
10.3.1.You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties, and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your customer, Zbooni, Processor, relevant local financial institution, any third party designated by Zbooni, Processor, or relevant local financial institution for any and all such liability.
10.3.2.We will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases, you may not receive the item back). You will not receive a refund of any fees paid to us.
10.3.3.Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Zbooni, Processor, Local financial institution, and their respective employees and agents (collectively "Disclaiming Entities") from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement, and/or(ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties, and attorneys' fees; (iii) your, or your employee's or agent's, negligence or willful misconduct; or (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Payment Network or Issuer).
10.3.4.If you are liable for any amounts owed to us, we may immediately remove such amounts from your Reserve Account and deduct the amounts owed to us from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add additional funds to your Reserve Account to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.
10.4.Representation and Warranties. You represent and warrant to us that (i) you are at least the age of majority in the jurisdiction where you reside or where you carry out business activities, whichever is higher; (ii) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (iii) the name identified by you when you registered is your name or business name under which you sell goods and services; (iv) any sales transaction submitted by you will represent a bona fide sale by you; (v) any sales Transactions submitted by you will accurately describe the goods and/or services sold and delivered to a Customer; (vi) you will fulfill all of your obligations to each Customer for which you submit a Transaction and will resolve any consumer dispute or complaint directly with the Customer; (vii) you and all Transactions initiated by you will comply with all applicable law, including any applicable tax laws and regulations; (viii) 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; (viv) 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.
10.5.Limitations of Liability
10.5.1.The Service and all accompanying documentation are provided on an “as is” and “as available” basis, without any warranties, either express, implied, or statutory, including without limitation any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Use of the Service is at your own risk.
10.5.2.No advice or information, whether oral or written, obtained by you from or through the Service or from (i) Zbooni, Payment Processors, or any relevant local financial institution; (ii) the processors, suppliers, or licensors of Zbooni; or (iii) any of the respective affiliates, agents, directors, and employees of any of the entities listed in (i) or (ii) above (collectively, the “Disclaiming Entities” and individually a “Disclaiming Entity”), will create any warranty. You specifically acknowledge that we do not have any control over the products or services that are paid for with the Services, and we cannot ensure that your Customers will complete a Transaction or are authorized to do so.
10.5.3.Without limiting the foregoing, the Disclaiming Entities do not warrant (i) that the information they provide or that is provided through the Service is accurate, reliable, or correct, (ii) that the Service will meet your requirements, (ii) that the Service will be available at any particular time or location, (iii) that the Service will function uninterruptedly or be secure, (iv) that any defects or errors will be corrected, (v) or that the Service is free of viruses or other harmful components. Any subject matter downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download.
10.5.4.The Disclaiming Entities make no representations or warranties about how long will be needed to complete the processing of a Transaction. The Disclaiming Entities do 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 no Disclaiming Entity will be a party to or in any way monitor any Transaction between you and third-party providers of products or services.
10.5.5.In no event shall a Disclaiming Entity be liable for any lost profits, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to this Agreement, Payment Processor Terms, Payment Network Rules, or the Services, including without limitation the use of, inability to use, or unavailability of the Service. Under no circumstances will any of the Disclaiming Entities be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or your Zbooni Account or the information contained therein.
10.5.6.The Disclaiming Entities assume no liability or responsibility for any (i) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service, (ii) any unauthorized access to or use of servers used in connection with the Services and/or any and all personal information stored therein; (iii) any interruption or cessation of transmission to or from the Service; (iv) any software bugs, viruses, trojan horses, or other harmful code that may be transmitted to or through the Service; (v) any errors, inaccuracies or omissions in any content or information, for any loss or damage incurred as a result of the use of any content or information, in each case posted, emailed, stored, transmitted, or otherwise made available through the Service; and/or (vi) user content or the defamatory, offensive, or illegal conduct of any third party.
10.5.7.Without limiting the foregoing provisions of this Clause 10.5, the Disclaiming Entities' cumulative liability to you shall be limited to direct damages and in all events shall not exceed in the aggregate the amount of Zbooni Fees paid by you to Zbooni during the three (3) month period immediately preceding the event giving rise to the claim for liability.
10.5.8.This Clause 10.5 applies regardless of the legal theory on which the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if any Disclaiming Entity has been advised of the possibility of such damage.
10.5.9.The provisions of this Clause 10.5 shall apply to the fullest extent permitted by law in the applicable jurisdiction.
10.5.10.The Service is controlled and operated from its facilities in the United Arab Emirates. We make 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 Arab Emirates, foreign and local laws and regulations, including but not limited to export and import regulations.
10.6.1.You acknowledge and agree that (i) the Agreement is between you and Zbooni only, and not the app store provider (“App Store Provider”), and (ii) Zbooni is solely responsible for the Zbooni App and content thereof. Your use of the Zbooni App must comply with the relevant App Store terms of service.
10.6.2.You acknowledge that the App Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Zbooni App.
10.6.3.In the event of any failure of the Zbooni App to conform to any applicable warranty as expressly set out in this Agreement, you may notify the App Store Provider, and the App Store Provider may refund the purchase price for the Zbooni App (if applicable) to you and to the maximum extent permitted by applicable law. The App Store Provider will have no other warranty obligation whatsoever with respect to the Zbooni App.
10.6.4.You and Zbooni acknowledge that, as between Zbooni and the App Store Provider, the App Store Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Zbooni App or your possession and use of the Zbooni App.
10.6.5.You and Zbooni acknowledge and agree that the App Store Provider and its subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the Zbooni App, and that, upon your acceptance of the Agreement, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Zbooni App against you.
10.7.Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of England & Wales without reference to the conflict of laws provisions thereof. Any dispute arising out of or related to this Agreement that cannot be resolved by informal and good-faith negotiations between the parties shall be settled by final and binding arbitration to be conducted by a single arbitrator in Dubai, UAE, pursuant to the Rules of Arbitration of the International Chamber of Commerce. The parties agree, pursuant to Article 30(2)(b) of the Rules of Arbitration of the International Chamber of Commerce, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute. The language of the arbitration shall be English. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.
10.8.Right to Amend. We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on the Website. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
10.9.Assignment. This Agreement, and any rights and licenses granted in this Agreement, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without your consent or other restriction.
10.10.Change of Business. You agree to give us at least 30 days prior notification of your intent to change your current product or services type, your trade name, or the manner in which you accept payment. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets, or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution, or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
10.11.Parties. This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
10.12.Force Majeure. This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
10.13.Entire Agreement and Remedies. This Agreement constitutes the entire agreement between you and Zbooni with respect to the provision of the Service. Except as expressly provided in this Agreement, these terms describe the entire liability of Zbooni and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be 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.
10.14.You acknowledge and agree that this Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.