Terms of Service

Welcome to Zewallet, a service that provides customers with a way to receive and make digital payments! These Terms of Service (“Terms of Service”) explain our obligations as a service provider and your obligations as a Retail Partner (“you”, “your”, “Retail Partner”). 

You accept that your use or access of our Service and/or your submission of our Order Form (as agreed upon by you and Zewallet) confirms your acceptance of these Terms of Service.

We may change these Terms of Service at any time by notice to you in the manner set out in these Terms of Service.

1: DEFINITIONS:

Please familiarize yourself with the following key definitions: 

“App Store” means any marketplace where the customer has accessed, subscribed to, and/or downloaded our Service.  

"Activation Date" means the date on which the Service is made available to the customer.
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"Confidential Information" means all non-public information provided by you or us ("Discloser") to the other ("Recipient"), whether orally, in writing, or electronic form or otherwise learned over the course of this Agreement regardless of whether such information was provided before or after the date of this Agreement, or how it was provided to the Recipient. Confidential Information will include customer data, personal information, and information about the Discloser's business plans, technical data, proprietary code, intellectual property, and the terms of the order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Recipient before receipt from the Discloser.  

"Service" may be defined as the software or Service provided to Retail Partners by Zewallet.  

“Effective Date” means the date on which both Zewallet and Retail Partner have duly executed the applicable Order Form.  

"End User" means an individual that accesses our Service) through a Retail Partner. 

"End User Data" means all information that is collected or processed via the Service about the End User.
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"End User Sessions" means any Session where the End User has used the Service.

"Enrichment Data" means the data we make available to Retail Partners as part of the Service. Enrichment Data does not include personally identifiable information. We may obtain Enrichment Data from public or third-party sources and our internal data processes provided from End User Data or Retail Partner Data. 

“Retail Partner” means any customer that agrees to use our Service to make and receive digital payments from the End User through a website, mobile application, or other e-commerce method controlled by the customer.  

“Retail Partner Content” means any intellectual property belonging to a Retail Partner that Zewallet may gain access to as a result of this Agreement.

"Service Fees" (also referred to as "Processing Fees") means the fees charged to the customer by Zewallet for the Service. Service Fees are as listed in the Order Form.

"Service Term" means the month-to-month term of your subscription to our Service, and each subsequent renewal term (if any), until such time that the customer cancels or otherwise terminates their Service Term in accordance with these Terms. Customers who subscribe to our Service will do so in accordance with the terms and conditions of the applicable App Store through which they initially accessed and subscribed to our Service. 

"Zewallet," “Zewallet Inc.” "we," "us," or "our" means the applicable contracting entity as specified in the 'Contracting Entity and Applicable Law Section.
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"Retail Partner", “you”, “Your”, “your” means the person or entity using the Service to make or receive digital payments to the End User or receiving and identified in the applicable App Store account record, billing statement, online service process, as the customer.

2: GENERAL COMMERCIAL TERMS

2.1. Access. During the Service Term, we will provide Retail Partners access to use the Service as described in this Agreement (including the Order Form), and as described in the applicable App Store description of our Service. We might provide some elements of the Service through third-party service providers. 

2.3. Fees and Payments

2.3.1. Fees and Billing. Retail Partners authorize us to charge the applicable fees on each transaction made by End Users through our Service in accordance with the terms of the applicable Order Form. Retail Partners further authorize us to use a third party to process payments and consent to the disclosure of payment information to such a third party. 

2.3.2. Fee Adjustments During a Term. During the term, fees may be adjusted from time to time at our sole discretion. Retail Partners shall be provided with reasonable notice 60 days to any adjustments to the Fees. 

2.3.3 Payment Information. Retail Partners will keep their contact information, billing information, and credit card information (where applicable) up to date. Changes may be made to Retail Partner billing information by contacting us at hello@zewallet.com. Retail Partners may cancel their Service at any time, and all amounts paid are non-refundable, except as specifically provided for in this agreement. All fees are due and payable throughout the term, in accordance with the customer's applicable month-to-month Service schedule, and the relevant terms and conditions as set out in the Order Form.

2.3.4 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable specific to Retail Partners region, province, or country. You agree to pay any taxes applicable to your use of the Service. 

2.3.5 Billing Corrections.  If the Retail Partner believes that Zewallet has billed the Retail Partner incorrectly, the Retail Partner must contact Zewallet no later than sixty (60) days after the closing date on which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to hello@zewallet.com.

2.4. Service(s) Term, Termination, Suspension

2.4.1. Term and Renewal. The term of this Agreement, including all applicable Service Fees, will begin from the Effective Date set out on the applicable Order Form duly executed by both the Retail Partner and Zewallet. Unless the Retail Partner has cancelled their Service Term, the Service shall automatically renew each month, in accordance with the date indicated on the applicable Order Form  (the “Renewal Term”).  

2.4.2. Notice of Non-Renewal. To prevent renewal of your Service Term, Retail Partners may cancel their Service by writing to hello@zewallet.com. In the event the Retail Partner cancels their Service, any amounts paid are non-refundable, and the Service and Service Term shall be Terminated the day prior to the next Renewal Term (the “Expiration Date”). The Retail Partner may continue to access the Service for the entirety of the Service Term in which they have canceled, and the Service will be discontinued commencing the following Service Term. 

2.4.3 Suspension for Prohibited Acts. We may suspend any Retail Partner's access to our Service without notice for use of the Service in a way that violates (i) applicable local, provincial, federal, or foreign laws or regulations or (ii) the terms of this agreement.

2.4.4. Suspension for Non-Payment. We will provide Retail Partners with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend access to any or all of the Service ten (10) days after such notice. We will not suspend the Service while Retail Partners are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Service.

2.4.5. Suspension for Present Harm. If a Retail Partner’s website, or use of, the Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to Retail Partner, suspend all or any access to the Service. We will try to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of Service. Nothing in this clause limits our right to terminate for cause as outlined above if we determine that Retail Partners are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

2.4.6. Effect of Termination or Expiration. Retail Partners will continue to be subject to this agreement for as long as they have access to our Service. Upon the Expiration Date, Retail Partners will stop all use of the Service.

3. MODIFICATIONS

‍3.1. We modify the Service from time to time, including by adding or deleting features and functions in an effort to improve your experience. We will not make changes to the Service that materially reduce the functionality provided to you during the term.

‍4. CUSTOMER SUPPORT

‍4.1. Phone, email, and in-app support are generally available from 9 am – 5 PM Monday to Friday (Eastern Standard Time) by contacting us at hello@zewallet.com.

‍5. GENERAL LEGAL TERMS 

5.1. Privacy Policy. Zewallet has taken commercially reasonable steps to ensure that data and personal information are protected in accordance with the Personal Information and Electronic Documents Act (“PIPEDA”) and other relevant Canadian laws. Access to, and the use of End Users’ personal information are governed by the terms and conditions of Zewallet Privacy Policy, which is deemed an integral part of these Terms of Use. Please review the Privacy Policy at the following link address: https://www.zewallet.com/privacy-policy.

5.2. Zewallet’s Proprietary Rights. This is an Agreement for access to and use of the Service. The Service is protected by intellectual property laws; they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. Subject to your compliance with this Agreement, Zewallet hereby grants you a non-exclusive, non-assignable, non-transferable license to use the Service. You shall have no right and specifically agree not to: (i) transfer, assign or sublicense any of the license rights granted herein to any other person, or use the Service except as expressly permitted by this agreement, and any such attempted transfer, assignment, sublicense or use shall be void; (ii) make error corrections to or otherwise modify or adapt the Service or create derivative works based upon the Service, or to permit third-parties to do the same; or (iii) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Service to a human-readable form. You shall not remove any proprietary notices or markings included in the Service. Except as otherwise expressly granted in this agreement, all rights to the Service and all intellectual property rights embodied in the Service are reserved to Zewallet. You may not use any of our trademarks without prior written permission. If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Service (unless, of course, you have a source other than the Service for such Enrichment Data.) Enrichment Data may be made available to you based on Retail Partner and End User Data, but we will not use your Retail Partner and End User Data to enrich data for other parties. The Enrichment Data we provide may be provided from or through third-party service providers or public sources. We encourage all customers to comment on the Service, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Service without payment or attribution to you.
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5.3. Retail Partner’s Content. Retail Partners own and retain all rights to the Retail Partner Content. This agreement does not grant us any ownership rights to Retail Partner Content. Retail Partners grant Zewallet and our licensors a limited, non-exclusive, non-transferable, non-sublicensable license to use the Retail Partner Content, including without limitation transaction data, only as necessary to provide the Service to Retail Partners and End Users and as permitted by this agreement.
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5.4. Confidentiality. Retail Partner hereby agrees to (i) protect the confidentiality of Zewallet’s Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, and (ii) not use any Confidential Information for any purpose outside the scope of the Service, (iii) not disclose Confidential Information to any third party (except our third-party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors, and agents. Upon notice to Zewallet, Retail Partner may disclose Confidential Information if required to do so under any federal, provincial, or local law, statute, rule or regulation, subpoena, or legal process.
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5.5. Publicity. Retail Partners grant us the right to use their name, company logo, testimonials, and other distributed information in a non-defamatory way. We grant Retail Partners the right to use our name, company logo, testimonials, and other distributed information in a non-defamatory way. Either party will remove public materials showing the other Party’s name, company logo, testimonials, and other distributed information at the Party’s request.
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5.6. Indemnification. You will indemnify, defend and hold us harmless, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such action is based upon or arises out of (i) unauthorized or illegal use of the Service by you, (ii) your noncompliance with or breach of this agreement, (iii) your use of third-party Products, or (d) the unauthorized use of the Service by any other person using your user information.  

5.6.1 Indemnification procedures. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
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5.7. Disclaimers; Limitations of Liability

‍5.7.1. Disclaimer of Warranties. We and our affiliates, agents, or third parties upon which we rely to offer the Service, make no representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the Service or data made available from the Service. APIs may not be always available. To the extent permitted by law, the Services are provided “AS IS” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied, or statutory, with regard to the Service, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

5.7.2. No Indirect Damages. To the extent permitted by law, in no event shall any party to this Agreement be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data, or business opportunities.

5.7.3. Limitation of Liability. Except for your liability for payment of fees, your liability arising from your obligations under the 'Indemnification' section, and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of this agreement, any  party is determined to have any liability to the other parties or any third-party, the parties agree that the aggregate liability of a party will be limited to the lesser of $2500 CAD or the total amounts you have paid for the Service in a one-month  period preceding the event giving rise to a claim.

5.7.4. Third-Party Products. We disclaim all liability with respect to third-party products that you use. We and our licensors have no liability of any kind under this agreement.

5.8 Non-Canadian Users. We make no representation that information on our Service is appropriate or available for use outside Canada. Those who choose to access our Service from outside Canada do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Service, you consent to having any End User and Retail Partner Data you provide, and any personal information that you provide as part of the account creation process transferred to, and processed in, Canada subject to the restrictions on such data as provided in our Privacy Policy posted through our Site from time to time.

5.9 Notice. We may provide you notice to the email address you provide to Zewallet or through the account used to subscribe to our Service through the applicable App Store. 

6. Dispute Resolution 

Any controversy or dispute between Zewallet and you arising out of, or related to, these Terms of Use and/or your use of the Service that cannot be settled by mutual agreement shall be exclusively and finally settled by arbitration under the Rules of the Canadian Arbitration Association. The Parties agree that they will submit to a binding confidential arbitration to be held in the city of Toronto, Ontario and conducted by a mutually agreed upon arbitrator. The Parties agree and acknowledge that all provisions of this Agreement, including confidentiality provisions, shall be binding up through the end of this arbitration process. Costs of the arbitration shall be borne equally by all Parties.

7. Miscellaneous

‍You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our prior written consent. Zewallet may transfer, assign, or delegate these Terms and its rights and obligations without restriction.

These Terms shall bind and enure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns. 

Zewallet and you are independent contractors and are not partners, joint venturers, agents, employees, or representatives of the other party. You do not have any authority to bind Zewallet in any respect whatsoever.

These Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end-user license agreement provided by us, and cannot be amended except in writing signed by both parties or by our posting of an amended version of these Terms on our Site. 

The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. 

If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. 

The failure of Zewallet Inc. to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms are governed by, and construed in accordance with, the laws of the Province of Ontario.