tZero | WEBSITE TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS

2. WEBSITE ACCESS AND USE

1. 1. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website solely for lawful purposes and in accordance with these Terms. This licence does not include any resale or commercial use of the Website or its contents.
   2. You agree not to: (a) use the Website for any unlawful purpose or in violation of any applicable laws or regulations; (b) attempt to gain unauthorised access to any portion of the Website or any systems or networks connected thereto; (c) interfere with or disrupt the Website or servers or networks connected to the Website; (d) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (e) use any robot, spider, scraper, data mining tools, data gathering or extraction tools, or other automated means to access the Website for any purpose; (f) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of any software or other technology used in connection with the Website; (g) remove, alter or obscure any proprietary notices on the Website; (h) frame or mirror any part of the Website without our prior written consent; (i) create a false identity or forged email address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of any communication; (j) harvest or collect email addresses or other contact information of other users from the Website; (k) use the Website to transmit any unsolicited advertising, promotional materials, junk mail, spam, chain letters or any other form of solicitation; (l) bypass any measures we may use to prevent or restrict access to the Website; or (m) assist, encourage or permit any third party to do any of the foregoing.
   3. We reserve the right to terminate, suspend or restrict your access to the Website immediately, at any time and without notice, for any breach of these Terms or for any other reason in our sole discretion.
   4. We reserve the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

3. INTELLECTUAL PROPERTY RIGHTS

1. 1. The Website and its entire contents, features and functionality (including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, selection and arrangement) are owned by us, our affiliates, our licensors or other providers of such material and are protected by United Arab Emirates and international copyright, trademark, patent, trade secret and other intellectual property laws.
   2. The "tZero", "tZero Payments" and "Niobe Payment Services" names, logos and all related names, logos, product and service names, designs and slogans are our trademarks or those of our affiliates. You must not use such marks without our prior written permission. All other trademarks, service marks and trade names appearing on the Website are the property of their respective owners.
   3. No right, title or interest in or to the Website or any content thereon is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
   4. You acknowledge that any feedback, comments, suggestions or other information you provide regarding the Website or our services shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such information for any purpose without acknowledgment or compensation to you.

4. MERCHANT SERVICES AND ADDITIONAL TERMS

1. 1. The Website provides information about payment processing and merchant services offered through tZero platform. These services are subject to separate commercial agreements and policies.
   2. Any person or entity wishing to utilise our payment processing services must enter into a Merchant Services Agreement and comply with all applicable policies, including but not limited to: (a) Merchant Payment Services Agreement (MPSA); (b) Acceptable Use Policy; (c) Data Processing Agreement; (d) Anti-Money Laundering and Counter-Terrorist Financing Policy; (e) Fee Schedule and Pricing Terms; (f) API Terms of Use and Technical Documentation; (g) Privacy Policy for Merchant Services; and (h) such other policies and procedures as we may implement from time to time.
   3. These documents are available upon request to qualified merchants following successful completion of our onboarding and due diligence procedures. We reserve the right to amend these documents in our sole discretion.
   4. Nothing in these Website Terms shall be construed as an offer to provide merchant services to any particular person or entity. The provision of merchant services is subject to application, due diligence, regulatory approval and execution of appropriate commercial agreements.

5. WEBSITE CONTENT

1. 1. The information presented on the Website is for general informational purposes only and does not constitute professional, financial, legal or regulatory advice of any kind.
   2. Whilst we use reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up to date. The content is subject to change without notice.
   3. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website. You should obtain specific professional advice before taking or refraining from any action on the basis of the content on the Website.
   4. The Website may contain links to third-party websites or resources. These links are provided solely for your convenience and do not constitute an endorsement by us of such websites or resources. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites.
   5. We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.

6. PRIVACY AND DATA PROTECTION

1. 1. Your use of the Website is also governed by our Privacy Policy, which describes how we collect, use, disclose and protect your personal data in accordance with applicable data protection laws including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL).
   2. By using the Website, you consent to our collection and use of your information as described in our Privacy Policy.
   3. We retain the right to disclose any information about you to comply with any applicable law, regulation, legal process or governmental request, or to protect our rights, property or safety or that of our users or others.

7. USER COMMUNICATIONS

1. 1. Any communications or materials you transmit to us through the Website or otherwise, including any questions, comments, suggestions or other data, will be treated as non-confidential and non-proprietary.
   2. We shall have no obligations with respect to such communications and shall be free to reproduce, use, disclose and distribute such communications to others without limitation or acknowledgment.

8.DISCLAIMERS

1. 1. THE WEBSITE AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND SERVICES PROVIDED ON THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
   2. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
   3. WE DO NOT WARRANT THAT: (a) the Website will meet your requirements; (b) the Website will be uninterrupted, timely, secure, error-free or free from viruses or other harmful components; (c) the results that may be obtained from use of the Website will be accurate or reliable; (d) defects will be corrected; or (e) the Website or the servers that make it available are free of viruses or other harmful components.
   4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

9. LIMITATION OF LIABILITY

1. 1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), RESULTING FROM: (a) your use or inability to use the Website; (b) any unauthorised access to or use of our servers and/or any personal information stored therein; (c) any interruption or cessation of transmission to or from the Website; (d) any bugs, viruses, trojan horses or the like that may be transmitted to or through the Website by any third party; (e) any errors or omissions in any content or for any loss or damage incurred as a result of your use of any content posted, transmitted or otherwise made available through the Website; (f) the cost of procurement of substitute goods and services; or (g) any other matter relating to the Website.
   2. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED ONE HUNDRED UNITED ARAB EMIRATES DIRHAMS (AED 100).
   3. The foregoing limitations shall apply even if we have been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
   4. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

10. INDEMNIFICATION

1. 1. You agree to indemnify, defend and hold harmless us, our affiliates, subsidiaries, and our respective directors, officers, employees, agents, suppliers, representatives and licensors from and against all losses, expenses, damages, costs, claims and demands, including reasonable legal fees and any other professional fees, resulting from: (a) your violation of these Terms; (b) your violation of any rights of any third party; (c) your violation of any applicable laws, rules or regulations; (d) any content you submit, post or transmit through the Website; (e) your use or misuse of the Website; or (f) your negligent or wilful misconduct.
   2. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defences. You shall not settle any such claim without our prior written consent.
   3. This indemnification obligation will survive the termination of these Terms and your use of the Website.

11. MONITORING AND ENFORCEMENT

1. 1. We have the right to: (a) take any action with respect to any user content that we deem necessary or appropriate in our sole discretion if we believe that such content violates these Terms, infringes any intellectual property right or other right, threatens the personal safety of users of the Website or the public, or could create liability for us; (b) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorised use of the Website; and (c) terminate or suspend your access to all or part of the Website for any or no reason, without prior notice or liability.
   2. We have no obligation to monitor the Website or any user’s use thereof. However, we reserve the right to review materials posted to the Website and to remove any materials in our sole discretion.

12. GEOGRAPHIC RESTRICTIONS

1. 1. We make no representation that the Website or any content thereon is appropriate or available for use in all locations. The Website is controlled and operated from the United Arab Emirates. Access to the Website from territories where its contents are illegal is prohibited.
   2. Those who choose to access the Website from locations outside the United Arab Emirates do so on their own initiative and are responsible for compliance with applicable local laws and regulations.
   3. The Website may not be used in jurisdictions that restrict or prohibit the services described on the Website. It is your responsibility to ensure that your use of the Website complies with all applicable laws in your jurisdiction.

13. GOVERNING LAW AND JURISDICTION

1. 1. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM).
   2. You irrevocably agree that the courts of the Abu Dhabi Global Market (ADGM) shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
   3. You hereby irrevocably waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

14. GENERAL PROVISIONS

1. 1. Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding your use of the Website and supersede all prior and contemporaneous agreements, proposals, representations, warranties and understandings, whether written or oral, concerning its subject matter.
   2. Hierarchy of Agreements: In the event of any conflict between these Website Terms and any Merchant Services Agreement or other commercial agreement entered into between you and us, the terms of such commercial agreement shall prevail with respect to the provision of payment processing services.
   3. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms shall continue in full force and effect.
   4. Waiver: No waiver by us of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by us.
   5. Assignment: You may not assign, delegate or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent shall be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their successors and permitted assigns.
   6. Force Majeure: We shall not be liable for any failure or delay in performance under these Terms which is due to fire, flood, earthquake, pandemic, governmental action, war, terrorism, embargo, riot, civil or military disturbance, nuclear disaster, act of God, industrial disputes, labour conditions, telecommunication or internet failures, governmental action or other cause which is beyond our reasonable control.
   7. Survival: Provisions of these Terms which by their nature should survive termination shall survive any termination of these Terms, including but not limited to Sections 3, 4, 5, 7, 8, 9, 10, 11, 13 and 14.
   8. Relationship of Parties: Nothing in these Terms is intended to or shall be deemed to establish any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.
   9. Third Party Rights: These Terms do not confer any third party beneficiary rights.
   10. Language: These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail.

15. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Niobe Payment Services L.L.C.
Unit No. M32, Mezzanine Floor
Hanging Garden Tower
Siji Street, Al Danah
Abu Dhabi, UAE

Email: legal@tzeropayments.com ; support@tzeropayments.com

Website: https://www.tzeropayments.com/