ZIAPP SITE USER AGREEMENT
1. Overview. Your use of the website located at https://www.ZiApp.com (the “Site”) is subject to the Terms and Conditions of the Site as may be posted from time to time and the terms of which are incorporated herein for all purposes. Those Terms and Conditions, along with the following agreement are collectively referenced hereafter as the “Agreement”. This Agreement is a contract for products and services (the “Service(s)”) available through the Site between ZiApp and you, the user of the Service. All references herein to “User”, “you” and “your” shall mean the person or entity applying for the Services. All references to “ZiApp”, “we”, “us” and “our” shall mean ZiApp and its affiliates and agents. All references to “Account” shall mean the information about you and your Account that are accessible via the Site. All references to “Account” shall mean the Account or Transactional Account collectively and all references to “account” shall mean all accounts, wherever and by whoever held. This Agreement highlights certain risks of using the Services so you must consider this Agreement carefully when choosing whether to use the Services. By registering at the Site, you (1) acknowledge receipt of our Privacy Notice and agree to its terms, (2) you agree to the terms of this Agreement and (3) confirm your authorization for ZiApp to initiate transactions on your behalf. If you disagree with any of the foregoing or any future changes, amendments or revisions to the Services or this Agreement, you have the choice to refuse such terms and conditions and you will not be able to use the ZiApp and your Account will be closed in lieu of your refusal.
2. Term and Amendment. This Agreement shall remain valid until such time as you or we terminate it and the Services in accordance with the section hereof entitled “Termination.” We may amend or change this Agreement, including applicable fees and service charges (collectively, “Fees”) or any other terms and conditions or policies posted on the Site at any time and from time to time, in our sole discretion, by sending you notice in the manner set forth in the E-Sign Consent and Disclosure (the “E-Sign Consent”). Please access and review this Agreement regularly. If you find the Agreement unacceptable to you at any time, please discontinue your use of the Service and your Account. Your use of the Service and your Account after we have made such changes available shall act as your agreement to the change.
3. Our Relationship. ZiApp is only a portal to help you manage your money. ZiApp helps you to quickly and easily manage financial transactions between you and third parties. ZiApp is an independent contractor for all purposes, except that ZiApp acts as your agent only with respect to the custody of your funds. By using the Service you assign ZiApp as your agent to direct transactions you manage with the Services. ZiApp does not have control of or liability for the use of funds managed via the Service. ZiApp does not guarantee the identity of any User. Services available through the Site include:
By submitting an instruction via the Site, you authorize ZiApp to communicate with third party institutions on your behalf so that they may initiate and/or honor the movement of money to or from your Account. You understand that any instruction for the movement of money submitted to us shall be your authorization to us to facilitate the processing of requested transactions from your accounts, including the debit of Fees from your accounts. You further understand that once you have authorized a transaction, your actions are final and you will not be able to modify, change or cancel it.
WE ARE A FACILITATOR OF TRANSACTION ORDERS, ON YOUR BEHALF, TO INITIATE THE RECEIVING AND SENDING OF PAYMENTS BETWEEN THIRD PARTIES. WE DO NOT GUARANTEE THE PERFORMANCE OF OUR SERVICES AND WE ONLY ACT AS A FACILITATING AGENT WITH NO CUSTODY OF YOUR FUNDS. ANY TRANSACTIONS MADE BETWEEN USERS OR THIRD PARTIES ARE BEYOND OUR COGNIZANCE AND WE TAKE NO RESPONSIBILITIES FOR THIRD PARTY ACTIONS.
4. Eligibility. You must be at least 21 years old to use the Services. You affirm that you are at least 21 years of age. You further affirm that everything stated in your application, which forms part of this Agreement, is correct to the best of your knowledge.
6. Establishing Your Account; Passwords and PINs. You agree that you will not register for or maintain more than one Account. When you apply for the Services, you will be asked to create a “User ID”, “Password”, and “PIN” for access to your Account and the Services. This Password and PIN is stored in encrypted form. Once you have established your Account, access to your Account and the initiation of transactions will be possible only when accompanied by your User ID and Password. In order to keep the balances in your User Account secure, you must strictly protect the confidentiality of your User ID, Password and PIN. If you believe that your User ID and Password or PIN is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your User ID and Password or your PIN), you must immediately notify ZiApp at _________________. You agree that the use of these User IDs, Passwords and PINs are a commercially reasonable method of providing security to protect you, your information and your Account. We may, at our option, change the User ID, Password and PIN parameters without prior notice to you, and if we do so, you will be required to change your User ID, Password and PIN the next time you access your Account. You agree that you will not give or make available your User ID and Password, or PIN to any other person. You are responsible for all instructions initiated and transactions performed using your User ID, Password, or PIN to the fullest extent allowed by law.
7. Our Business Days. Our business days (“Business Day(s)”) are 9:00 AM through 5:00 PM Pacific Time Zone, Monday through Friday, excluding federal holidays.
8. Minimum Deposits. No minimum deposit is required to open an Account or to maintain an Account. The balance of the Account depends on the amount of funds that have been deposited into the Account. THE ACCOUNT IS NOT AN INTEREST BEARING BANK ACCOUNT. NO INTEREST IS, OR WILL BE, PAID ON THE BALANCE OF THE ACCOUNT. DEPENDENT UPON THE DEPOSIT MET HOD(S) YOU CHOOSE FEES MAY BE IMPOSED IN CONNECTION WITH DEPOSITS. YOU AGREE TO PAY ALL FEES CHARGED IN ACCORDANCE WITH THIS AGREEMENT.
9. Funding Your Account and Initiating Transactions.
10. Availability of Funds Received Into Your Account. Funds transferred to your Account will be made available to you the day the final settlement for the deposit is received. We will reflect the deposit in your Account on the same day. Deposits may be delayed until the funds are physically received and any and all legal requirements with respect to the funds have been satisfied. If you attempt to move funds to or from locations outside the United States, those transactions will not be honored and we reserve the right to terminate all Services and limit your access, suspend, or terminate your Account. During any of the foregoing delays, the funds’ value will not be available to you and a “Pending” status may be reflected in your Account. We reserve the right to accept or reject any instruction. We reserve the right to accept or reject any request to deposit funds to the Account, at our sole discretion. All funds are held in United States dollars. We are not responsible for transactions from third parties until we actually record them. We will process and record all transactions received no later than the next following Business Day. ZiApp may decide at any time and for any reason to reverse any payment reflected in your Account. ZiApp may at any time limit your access, suspend, or close your Account, refuse to provide you with the Services, or limit access in cases such as, but not limited to, your violation of any agreement between you and ZiApp, including without limitation, this Agreement or in the event your chargeback ratio is too high. Funds of your Account may be held for up to 200 days in such cases. When using the Services you are required to consider such risks and abide by all agreements, terms and conditions relating to the Service. Any terms not specified in any of ZiApp Agreements shall be governed by the Commercial Code in force in the United States of America.
11. User/Non-User/Third Party Claims. ZiApp will take due care in delivering your instructions but is not responsible for any claims arising from any transaction facilitated through our Services such as, but not limited to, the number, quality of purchased goods, services provided, or correct order handling. You agree to resolve any problems or claims directly with the party with whom the claim or problem arose.
12. Use of Account and Services for Lawful Purposes. You agree to use your Account and the Services only for bona fide and lawful purposes. You may not use the Services to conduct any illegal activity or Restricted Activities (as hereafter defined) including, but not limited to, money laundering, gaming or internet gambling in jurisdictions where such activities are prohibited. If you are a business User, you certify that you do not engage in any internet gambling business and that you never do so. ZiApp has the right to terminate your Account and to refuse to facilitate (or may reverse) any transfer if it believes, in its sole discretion, that you are using the Service for any Restricted Activities, any other illegal or improper purpose or if
You agree that neither ZiApp nor any representative, agent employee or service provider associated with ZiAppor the Services will be held responsible or liable to you or any other person for such action except as required by law.
13. Ownership. The owner of the Account is the person or entity who applies for the Service. The owner is responsible for any and all transactions and all Fees associated with the Account.
14. Responsibility. You agree that you are financially responsible for all uses of the Account and for the information you provide to us by you or others you permit to use either your User ID, Password or PIN whether by website data entry, ATM use, or otherwise.
15. Assignability. We may assign or transfer our rights and obligations under this Agreement, including all our rights and obligations in respect of any Account or any sums due hereunder, at any time without prior notice to you. This Agreement and the Account established under this Agreement are not assignable or transferable by you. If you desire to transfer ownership you will need to close the Account and establish a new user account in the new name, subject to our acceptance in our sole determination.
16. Termination. We may, at any time, for any reason, without notification to you, terminate this Agreement and the Account and/or temporarily or permanently suspend your right to use the Account. In the event of termination of your Account we will return the balance of the Account, less any applicable Fees, to you. You may cancel the Account at any time, by calling Customer Service at ___________________ , but by doing so a cancellation Fee may be charged.
17. Inactive Accounts. If you have not initiated an instruction through your Account for a purchase from or a deposit to your Account for six (6) months, your Account may be classified as inactive by us. Subject to applicable law, we may charge an inactivity Fee on the Account for each month that the dormancy continues thereafter. The Fee will be discontinued when transactions resume or the balance of the account has reached zero, at which time the Account will be closed.
18. Account Limits. Limits are subject to change and vary depending on type of account and transaction levels. Limits can be increased under certain conditions. ZiApp reserves the right to set and adjust account limits at any time, for any reason, without notification to you.
19. Your Responsibility for Available Funds. It is your responsibility to have sufficient available funds in your Account for transactions you schedule and you agree to do so. ZiApp will not be obligated to make any payment of any item or any transfer you may request unless there are sufficient available funds in your Account as reflected in your Account to cover the request on the date of such request. If sufficient funds are not available at the time of the scheduled transfer, a Fee may be charged as set forth in our Fees schedule. You are not allowed to exceed the balance reflected in your Account when making any purchase. You agree to be absolutely and unconditionally responsible for payment to us for overdrafts. You agree to have the amount of the overdraft deducted from any funds later deposited to the Account. You give us the right to resubmit any instruction previously authorized by you that is returned non-paid for any reason.
20. Fees. You are responsible for the payment of any Fees set forth on the Fee Schedule relative to the use and operation of your Account and the Services. You authorize ZiApp to deduct applicable fees from your Account. If the Account has insufficient funds to cover the Fees you authorize ZiApp to initiate a payment from your Funding Account in a sufficient amount to cover the Fees and any overdrafts to your Account that may have occurred, together with all costs of collection. We may, from time to time, revise the Fee Schedule and will notify you as the law requires.
21. Expired Payments. If you sent instant payments with an expiration date, your email payees must successfully open a ZiApp account prior to the expiration date you select on the payment screen to prevent cancellation of the transaction. If your email payee has not successfully created a ZiApp account before such date, payments directed to your payees via email will expire on or after the date you selected. After the expiration of this period we shall use commercially reasonable efforts to void the transaction and return the amount to the available funds of your Account. Payment instructions for transactions requested using any other type of payment vehicle (e.g., paper checks, ACH transfers, etc.) will have no expiration date. We have no liability to you, your payee or any other party for voiding or failing to void any payment that remains outstanding after its expiration.
22. Right of Setoff. Subject to applicable law, we may exercise our right of “Setoff” or security interest against your Account with or without notice to you, for any liability or debt, whether individual or joint, whether direct or contingent, whether now or hereafter existing, and whether arising from overdrafts, endorsements, guarantees, attachments, garnishments, levies, attorneys’ fees, or other obligations. Whether the Account is consumer or commercial, you authorize us to exercise our right of setoff against the Account by initiating a payment from the account or any of your Funding Account(s) to cover the shortfall.
23. Periodic Statement. The ZiApp portal provides you access to generate a statement of transactions for each month the account is open, which can be downloaded online. This is the only type of statement you will receive from us.
24. Browser, Software and Internet Services. You are responsible for obtaining a browser capable of a sufficiently high level of encryption to meet the systems requirements established by ZiApp from time to time to access the Services and your Account. You acknowledge that you are solely responsible for the adequacy of systems and software utilized by you to process transactions and the ability of such systems and software to do so accurately. You acknowledge that ZiApp is not responsible for notifying you of any upgrades, fixes, or enhancements to, or for providing technical or other support for, any browser or other software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. Your use of any browser or software may also be subject to the license agreements of the respective manufacturer, in addition to the terms and conditions of this Agreement. We shall not be responsible to you for any loss or damages suffered by you as a result of the failure of systems and software used by you to interface with the Site or Service and to initiate or process instructions or transactions, whether such instructions or transactions are initiated or processed directly with our Site or Service or through a third party service provider.
You are additionally responsible for obtaining Internet services via the Internet service provider of your choice, for any and all fees imposed by such Internet service provider and any associated communications service provider charges. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and you hereby expressly assume such risks (to the extent the law allows you to do so). You acknowledge that you have requested the Service for your convenience, have made your own independent assessment of the adequacy of the Internet as a delivery mechanism for accessing information and initiating instructions and that you are satisfied with that assessment.
25. Data. You may use the Site for your own personal or business purposes only, in connection with obtaining the Services. You agree not to transfer, sublicense, rent, assign, share, copy, translate, convert to another programming language, decompile, disassemble, modify, or change the Site or any information contained therein for any purpose. You agree to hold in trust for ZiApp and not disclose to any other party, or allow any other party to inspect, copy, or use the Site and any information contained in, related to, transmitted to or from, or derived from ZiApp or the Site (collectively, the “Data”). You may not copy, modify, adapt, reproduce, translate, reverse engineer, decompile, disassemble, sublicense, or assign any aspect of the Data.
26. Site Content and Availability. All content included on this Site is copyrighted under the laws of the United States of America and is protected by worldwide copyright laws and treaty provisions. The Site has been prepared solely for the purpose of providing information regarding the Services and products offered by ZiApp. We have compiled the Site in good faith; however, no representation is made as to the completeness or accuracy of the information it contains. In particular, you should be aware that this information might be incomplete, may contain errors or become out of date.
Although considerable effort is expended to make the Site and other means of communications and access available around the clock, we do not guarantee continuous, uninterrupted, error free or secure access to any part of our Service and operation of our Site may be interfered with by numerous factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving your Account are processed in a timely manner but make no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays in the banking system or the United States mail service. You agree that we will not be responsible for temporary interruptions in service due to maintenance, Site changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including, but not limited to, the failure of interconnecting and operating systems, computer viruses, forces of natures, labor disputes and armed conflicts.
27. Links. The Site may be linked to other sites not maintained by us. ZiApp does not endorse those sites and is not responsible for the content of those sites.
28. Indemnity. You acknowledge and agree that you are personally responsible for your conduct while using the Service and agree to defend, indemnify and hold us and our parent, affiliates, officers, directors, employees, processors and agents (collectively, the “Indemnified Parties”) harmless from and against any loss, damage, liability, cost or expense of any kind (including, but not limited to, reasonable attorneys’ fees and court costs) that may be incurred in connection with a third party claim or otherwise, in relation to your use of the Service or the use of the Service by anyone using your Account number, PIN, User ID or Password or your violation of this Agreement or the rights of any third party (including, but not limited to, privacy rights). Your obligations under this paragraph shall survive termination of this Agreement.
29. No Warranties; Disclaimer of Liability. EXCEPT WHERE THE LAW REQUIRES A DIFFERENT STANDARD, IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICE, OR THIS AGREEMENT HOWEVER ARISING. LIABILITY OF THE INDEMNIFIED PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES PAID BY YOU UNDER THIS AGREEMENT. THE INDEMNIFIED PARTIES ARE SPECIFICALLY NOT RESPONSIBLE FOR ANY CLAIMS OR DEMANDS ARISING FROM OR RELATED TO THE EQUIPMENT, BROWSER AND/OR THE INSTALLATION OR MAINTENANCE THEREOF, ACCESS TO OR USE OF THE ONLINE SERVICE, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, BUGS, ERRORS, CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE OR SOFTWARE, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES, PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS YOU EXPERIENCE DUE TO CAUSES BEYOND THE CONTROL OF THE INDEMNIFIED PARTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY APPLICABLE AGREEMENT, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE ONLINE SERVICE IS AT YOUR SOLE RISK AND THAT THE ONLINE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES, ARE PROVIDED ON AN “AS IS” “WHERE-IS” AND “WHERE AVAILABLE” BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES MAKE NO WARRANTY THAT THE ONLINE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE UNLESS OTHERWISE STATED ON THE SITE OR IN ANY APPLICABLE AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITE. NO LICENSE TO YOU IS IMPLIED IN THESE DISCLAIMERS.
30. Purpose of Transactions. The Indemnified Parties have no control over the products or services that are paid for using the Service or the providers of such products or services and the Indemnified Parties cannot ensure that a buyer or a seller you are dealing with will complete the transaction or is authorized to do so.
31. Electronic Communications/Change of Address. You must agree to accept electronic communications from us and you must provide us with your public email address as a condition to using the Service. It is your responsibility to maintain a correct current postal and email address on file with us. If either your postal or your email address changes, you agree to notify us immediately by updating your information by accessing your Account within the Site. Failure to do so may result in information regarding the Account being communicated to the wrong person or your transactions being declined. In such event, we shall not be responsible for any resulting misuse of funds available through the Account.
33. Governing Law, Binding Arbitration.
34. Taxes. You acknowledge and agree that we are not obligated to determine whether any federal, state or local tax applies to any transaction involving the use of your Account, nor are we responsible for collecting, remitting, or reporting any sales, use, income or other taxes arising from any such transactions. You are solely responsible for paying all taxes applicable to transactions involving the use of your Account.
35. No Waiver. No failure by us to enforce the performance of any provision of this Agreement or to impose any Fee or other amount allowed hereunder will constitute a waiver by us of our right to subsequently enforce such provision or any other provisions of this Agreement or to impose such fees or other amounts pursuant hereto.
36. Third Party Processors. We may appoint, at our sole discretion, third party processors to perform tasks on your behalf that may be necessary to deliver the Service. We require all third parties to sign and be legally bounded to our privacy and security policies relative to all information connected to Accounts.
37. Log Files. We use IP addresses to analyze trends, compare geographic location to provided information, administer the Site, track user movement, ensure compliance with applicable laws and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information except to monitor compliance with applicable laws or in cases where an IP address is positively linked to a crime, hacking or fraud. IP addresses associated with such activities will be used to identify the perpetrator to the proper authorities, including law enforcement.
38. Rejection or Delay. You understand, agree, and accept:
39. Order of Payment. You understand, agree, and accept that you are obliged to have adequate funds available in your Account for the performance of your transaction instructions. You understand, agree, and accept that if you send a payment, such a payment will be funded in the following order:
40. User Violations or Breach. It is your responsibility to ensure that all transactions comply with all our terms and conditions. If you become aware of any violations of our terms and conditions, you must report them immediately to support@ZiApp.com . You understand, agree, and accept that if you violate or breach this Agreement or any of our other terms and conditions for using the Site and the Services, we may suspend or close the Account(s) with or without notice to you and may take legal action against you to recover any losses caused by such breach.
41. Closing Your Account.
42. Requirements of Your Funding Account. You must always inform us if you are a victim of any fraud or if your Funding Account was cancelled, suspended, blocked, or for any reason you cannot use the Funding Account anymore. If you close or suspend your Funding Account, you will need to add a new Funding Account to the Service if permitted.
43. Restricted Activities. The following are restricted activities (“Restricted Activities”) in connection with your use of our Service, the Site and your Account:
44. Recourse. If you engage in any Restricted Activities or breach any terms of our Agreements, we may take additional actions to protect Users, third parties, us, or yourself including, but not limited to those set forth below. You hereby understand, agree, and accept that we may implement any of the actions presented hereunder and in any part of our Agreements and release us from any claims, demands, liabilities, causes of action and damages (actual and consequential) of every kind and nature (“Claims”) arising out of or in any way connected with the implementation of such actions.
Such actions include, but are not limited to:
45. Operating Procedure. It is crucial to understand that online payment processing security is part of your day-to-day business. The Services include several tools and automatic checks that are designed to decrease chargebacks and fraudulent transactions. However, as a User, your duty is to observe the implementation of all our rules, tools, and methodologies relative to any activity on the Site. Please remember that we do not allow the use any of our Services for any illegal activities. We reserve the right to take preventative or corrective actions to protect the Site, us, the Service and its Users.
46. Membership. We abide by the rules and regulations set by US laws and do not allow certain types of users to use our services. If you have a question about whether your proposed or existing business violates our terms and conditions, you can email us for clarification at support@ZiApp.com. We reserve the right to reject an application for the Services or close an existing Account at any time, at our sole discretion, with or without reason, with or without notice to you.
47. Prohibited List. Users are prohibited from using the Service to purchase, sell, or participate in the purchase, sale, or transport of or subscription to any of the following:
48. No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
49. Release. If you have a dispute with one or more Users and/or customers, you release the Indemnified Parties from any and all claims, demands, liabilities, causes of action and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, you specifically waive any provision of law that limits the general release and indemnity given by you in this Agreement.
50. Miscellaneous Provisions. If an Account becomes involved in any legal proceedings, use of the Account may be restricted. We shall be entitled to act upon any legal process served upon us which we reasonably believe to be binding, with no liability to you for doing so.
51. Telephone Activities. You understand that supervisory personnel may randomly monitor customer service telephone conversations either for training purposes or to ensure that you receive accurate, courteous, and fair treatment. When you provide a phone number to us, or if you call us from a phone number, you consent to accept calls from us to that phone number, including collection calls.
52. Third Party Claims and Disputes . If you ask us to follow instructions that we believe might expose us to any claim, liability, or damages, we may refuse to follow your instructions or may require a bond or other protection, including your agreement to further indemnify and defend us. You agree to be liable to the Indemnified Parties, to the extent permitted by law, for any loss, costs, or expenses that the Indemnified Parties may incur as a result of any dispute or legal proceeding involving your Account. You authorize us to deduct any such loss, costs, or expenses from your Account without prior notice to you. This obligation includes disputes between you and us involving your Account(s) and situation where a third party claims an interest in your Account. It also includes situations where any action taken on your Account by you or anyone authorized by you or a third party claiming to be you, causes us to seek the advice of an attorney, whether or not we actually become involved in a dispute. Any action by us or the other Indemnified Parties for reimbursements from you for any costs or expenses may also be made against your estate, heirs, legal representatives and assigns, which shall be liable for any claims made against and expenses incurred by us or the other Indemnified Parties in connection with this section.
53. Severability. If a court finds any provision of this Agreement invalid or unenforceable, such finding shall not make the rest of this Agreement invalid or unenforceable. To the fullest extent possible, any such provision shall be deemed to be modified so as to be rendered enforceable or valid; however, if such provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.
54. Headings. The Section and Subsection headings in this Agreement are inserted solely as a matter of convenience and for reference, and shall not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to Sections of this Agreement shall refer to all Subsections thereof.
56. Your Liability. Tell us IMMEDIATELY if you believe your User ID, Password, or PIN has been lost or stolen or that someone has transferred or may transfer money from your Account without your permission at ____________________________. You may also write us at _____________________________________________________________________________. Calling is the best way of keeping your possible losses to a minimum. If you do NOT tell us immediately, you could lose all the money in your Account.
57. Confidentiality. We will disclose information to third parties about your Account or the transfers you make:
58. Our Liability. In addition to all other limitations of our liability set forth in this Agreement, we will not be liable to you if, among other things:
The examples set forth above are meant to illustrate circumstances under which we would not be liable for failing to make a transfer or payment and is not intended to list all of the circumstances where we would not be liable.
59. Liability for Unauthorized Transfers or Payments for Commercial Customers. You are responsible for all transfers and payments that are authorized using your PIN. If you permit other persons to use your User ID, Password, or PIN, you are responsible for any transactions they authorize. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR PIN AND PASSWORD. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS RECEIVED BY US WHEN ACCOMPANIED BY SUCH PIN OR PASSWORD, AND TO ACT ON SUCH INSTRUCTIONS. We shall have no liability to you for any errors or losses you sustain using the Service except where we fail to exercise ordinary care in processing any instruction. Our liability in any case shall be limited to the amount of any funds improperly transferred from your Account, less any amount, which, even with the exercise of ordinary care, would have been lost. Without regard to care or lack of care of either you or us, a failure to report to us any unauthorized transfer, payment or error with respect to your Account within thirty (30) days of our providing or making available to you a statement or other documentation showing such unauthorized transfer, payment or error shall relieve us of any liability for any losses sustained after the expiration of such thirty (30) day period and you shall thereafter be precluded from asserting any right, claim, or cause of action with regard to such unauthorized transfer, payment or error.
60. Errors and Questions about Commercial Account Services. In case of errors or questions about your electronic transfers or payments or if you think that your statement is wrong or you need more information about a transfer or payment listed on the statement you should contact us as soon as you can by calling _____________________________ (Fees may apply) or by contacting us via our live chat support link found at https://www.ZiApp.com. We must hear from you no later than thirty (30) days after we sent or otherwise made available to you the FIRST statement or other communication on which the problem or error appeared. Failure to so notify us will preclude you from being able to assert any right, claim or cause of action based on such problem or error. Any errors reported to us will be investigated by us and we will advise you of the results of our investigation.
61. Authorized Users . The term “Authorized User” means you or any sub-user to whom you allow access to your Account and the Service. You expressly acknowledge, confirm and ratify any and all activities performed or entered into by any Authorized User relative to the Service, including without limitation, the ability to access, view and transact on your Accounts and to communicate with us and receive communications from us, regarding your Account and the Service, are fully authorized by you. You shall obtain all written authorizations necessary to enable us to provide the Services to the Authorized Users and shall furnish us with copies of such authorizations if requested. In addition to the indemnities set forth in other sections of this Agreement, you shall defend, indemnify and hold harmless the Indemnified Parties from and against any and all losses, costs, expenses, fees, claims, damages, liabilities and causes of actions (including, but not limited to, reasonable attorney fees and disbursements) resulting or arising from: (a) any breach by you of any representation, warranty or covenant made by you under this Agreement, (b) any failure by you or any Authorized Representative to abide by or perform any obligation imposed upon you or such Authorized Representative under the Agreement, (c) the willful misconduct, fraud, criminal activity, intentional tort or negligence of you or any Authorized Representative involving use of the Services, (d) all acts, omissions or commissions of you and your Authorized Representatives, (e) any transmission or instruction, whether or not authorized, acted upon by us in good faith and in reliance upon the User ID, Password and/or PIN, and/or (f) any delay in the execution of any of your instructions to add, delete or modify the access rights of any Authorized User until we have had a commercially reasonable opportunity to act upon any notice given in accordance with the terms of this Agreement. We shall provide you with prompt notice of any claims and shall cooperate with you in your defense of any such claims; provided, however, you shall have no authority to settle any claim against any Indemnified Party without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld). YOU ASSUME THE ENTIRE RISK OF LOSS ARISING FROM THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF THE SERVICE BY ANY AUTHORIZED USER AND BY ANYONE USING YOUR USER ID, PASSWORD AND/OR PIN OR THE USER ID, PASSWORD OR PIN OF ANY AUTHORIZED USER.