ZeroSettle Terms of Service

PLEASE READ THESE TERMS CAREFULLY.

Welcome to the Terms of Service (the “Terms” or “Agreement”) for the payment infrastructure platform (the “Platform”) operated by ZeroSettle (“ZeroSettle,” “we,” “us,” or “our”). The Platform and any content, tools, APIs, frameworks, dashboards, features, and/or functionality offered on or through the Platform are collectively referred to as the “Services”.

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your rights and responsibilities. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

ZeroSettle may update these Terms from time to time. When changes are made, ZeroSettle will post the revised Terms at https://zerosettle.io/legal/terms and update the “Last Modified” date above. If you keep using the Services after we update these Terms, we will treat your continued use as your agreement to the changes.

For purposes of these Terms, “you” and “your” means the developer, company, or other entity using or accessing the Services. “Party” or “Parties” refers to one or both of the parties to this Agreement, respectively. “End User” means any individual who interacts with a payment flow, UI, or other feature made available by you through your integration of the Services. “Documentation” means any technical documentation, guides, policies, or other written materials made available by ZeroSettle relating to the Services, as updated from time to time. “Pricing Schedule” means the then-current schedule of fees and pricing applicable to the Services, as published on our website and updated from time to time in accordance with these Terms.

DISPUTES ABOUT THESE TERMS AND THE SERVICES ARE SUBJECT TO BINDING ARBITRATION AS SET FORTH IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW.

1. Using the Services

1.1 Eligibility

To use the Services, you must be at least eighteen (18) years of age and have the legal capacity to enter into these Terms. If you are using the Services on behalf of a business or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

1.2 The Services

We provide payment infrastructure for mobile app developers, including frameworks to facilitate purchases, dashboards to track transactions and customers, and tools that allow you to customize billing flows. The Services may be configured to have either the developer or ZeroSettle as the Merchant of Record, as desired. Decisions regarding where specific flows are operated are your responsibility. ZeroSettle may update, expand, or modify the Services from time to time, and the then-current description of the Services is set forth in the Documentation.

1.3 APIs and Developer Tools

ZeroSettle provides APIs, SDKs, and developer frameworks (including any native or wrapper frameworks) that enable developers to, among other things, present payment interfaces, accept payment, query for End User entitlements and transaction history, and access product catalog information. The specific capabilities available through these tools are described in the Documentation, which ZeroSettle may update from time to time. Your access to and use of these APIs, SDKs, and frameworks is governed by these Terms and the Documentation.

1.4 License to Use the Services

We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the purposes described in these Terms and in connection with your own applications and platforms. You agree to use the Services responsibly and in compliance with applicable laws, regulations, and ethical standards. ZeroSettle may monitor usage patterns to prevent abuse and may suspend or terminate access in its sole discretion. Certain components of the Services may be made available via third-party distribution channels such as public code repositories; your use of such components remains subject to these Terms.

1.5 Account Registration and Security

Creating an account is mandatory to make full use of the Services; provided that certain developer tools and frameworks may be publicly available without account requirements, as described in the Documentation. You agree to provide accurate, complete, and up-to-date account information and to keep your login credentials secure. You are solely responsible for all activity that occurs under your account. Please notify us immediately at the contact address designated for security matters on our website if you suspect any unauthorized access to your account. ZeroSettle may suspend or terminate accounts in its sole discretion. You may delete your account at any time via the account management tools available through the Services.

1.6 Restrictions

You agree not to, and will not permit others to:

1. copy, reproduce, or create derivative works based on the Services or any underlying software or architecture except as expressly permitted herein;
2. share access to the Services with any third party except in connection with your authorized use of the Services;
3. incorporate the Services into any product or service offering in a manner not expressly contemplated by these Terms;
4. interfere with or circumvent any security, performance, or usage-limiting features of the Services;
5. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or internal logic of the Services, except as expressly permitted by applicable law;
6. remove, obscure, or alter any proprietary notices, disclaimers, or branding appearing in the Services;
7. use the Services for competitive analysis or to develop a competing product;
8. violate or facilitate the violation of any applicable payment network rules or the terms of any payment processor engaged by ZeroSettle;
9. circumvent ZeroSettle’s fees following customer acquisition through the Services;
10. use the Services to submit, process, or facilitate transactions that are illegal, fraudulent, or prohibited under applicable law or these Terms; or
11. encourage or assist any third party in any of the foregoing.

2. Platform Policy Compliance and Assumption of Risk

2.1 Developer Responsibility for Platform Policy Compliance

You acknowledge and agree that the Services, including without limitation certain direct billing and payment UI flows made available through the Platform, may implicate the policies, terms, and guidelines of third-party app distribution platforms, including but not limited to any app store, digital distribution platform, or device manufacturer platform through which your application is distributed (collectively, “Platform Policies”). ZeroSettle provides resources, Documentation, and jurisdictional guidance to help you understand which UI flows and configurations may be subject to Platform Policies in particular geographic markets. Notwithstanding the foregoing, the decision to enable, configure, or deploy any payment flow in any jurisdiction is made solely and exclusively by you.

2.2 Explicit Acknowledgment of Risks

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

1. certain payment UI flows available through the Services, including without limitation direct billing flows and alternative payment sheet configurations, may violate or be found to violate Platform Policies in certain jurisdictions, as such policies are interpreted and enforced by the relevant platform provider at its sole discretion, and as Platform Policies may change at any time without notice;
2. ZeroSettle provides Documentation and configuration tools describing the known risks associated with specific UI flows on a per-jurisdiction basis, and you represent and warrant that you have reviewed such Documentation prior to enabling any flow in any jurisdiction, and that you will continue to monitor applicable Platform Policies for changes;
3. ZeroSettle makes no representation or warranty that any particular UI flow or configuration complies or will comply with any Platform Policy in any jurisdiction at any time;
4. The consequences of a Platform Policy violation (including without limitation the suspension, removal, or delisting of your application from any distribution platform, the imposition of strikes or penalties on your developer account, or the termination of your developer relationship with any platform provider) are solely your risk and responsibility;
5. ZeroSettle shall bear no liability of any kind, whether in contract, tort, negligence, strict liability, or otherwise, arising out of or relating to:
   1. your decision to enable or configure any UI flow or direct billing configuration in any jurisdiction;
   2. any finding by any platform provider that your application or use of the Services violates any Platform Policy;
   3. any strike, suspension, removal, or other adverse enforcement action taken against your developer account or application by any platform provider; or
   4. any losses, damages, costs, or expenses — including but not limited to lost revenue, lost subscribers, reputational harm, or business interruption — resulting from any of the foregoing; and
6. you assume all risk associated with your selection of payment UI configurations, jurisdiction enablement settings, and the use of any features of the Services that interact with, or may be deemed to interact with, any Platform Policy.

2.3 Jurisdictional Configuration Controls

ZeroSettle may provide controls that allow you to configure which jurisdictions have specific payment flows and UI configurations enabled. You are solely responsible for your configuration choices. ZeroSettle shall have no obligation to prevent you from enabling any configuration in any jurisdiction and shall bear no liability for any harm resulting from your configuration decisions.

2.4 Evolving Platform Policies

You acknowledge that Platform Policies are set and modified by third parties outside of ZeroSettle’s control, and that a UI flow or configuration that is permissible at the time of your initial deployment may subsequently become non-compliant due to changes in Platform Policies. You are solely responsible for monitoring applicable Platform Policies on an ongoing basis and for updating your configurations accordingly. ZeroSettle may, but is not obligated to, update Documentation to reflect changes in Platform Policies, and any such updates do not create any warranty or representation on ZeroSettle’s part.

2.5 Indemnification for Platform Policy Violations

Without limiting the generality of Section 7 (Indemnification) below, you agree to indemnify, defend, and hold harmless ZeroSettle and its affiliates from and against any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. your configuration or deployment of any payment flow or UI in any jurisdiction;
2. any finding that your application or integration violates any Platform Policy;
3. any enforcement action taken by any platform provider against you or your application; or
4. any claim by an End User or third party arising from the payment flows or UI configurations you have deployed through the Services.

3. Developer Content and Data

3.1 Developer Content

You retain all ownership rights in and to any data, configurations, product listings, pricing, and custom copy you submit, upload, or configure through the Services (“Developer Content”). We do not claim ownership of Developer Content. You grant us a limited, non-exclusive license to use, store, reproduce, and process Developer Content solely to provide and support the Services, comply with applicable law, and as otherwise described in these Terms. You are solely responsible for all Developer Content and represent and warrant that you have all necessary rights, consents, and authority to submit it and grant the rights described above. We reserve the right to remove any Developer Content from the Services at our discretion, including where it violates these Terms or applicable law.

3.2 End User Data

To the extent you collect, process, or transmit data relating to your End Users through your integration of the Services, you are solely responsible for compliance with all applicable privacy laws and regulations. You represent and warrant that you have all necessary rights, consents, and legal bases to collect and share any End User data that flows through your integration of the Services.

3.3 Usage Data

ZeroSettle may collect and use data relating to your access, interactions, and usage of the Services, including technical logs, performance metrics, device identifiers, and system events (“Usage Data”). ZeroSettle owns all rights, title, and interest in and to Usage Data. We may use Usage Data for analytics, troubleshooting, system improvement, and service optimization, provided that it does not include or reveal Developer Content in identifiable form.

3.4 No Unauthorized Use of Developer Content

ZeroSettle will not make use of Developer Content for purposes other than the services requested by you.

3.5 Third-Party Applications and Integrations

The Services may allow you to connect or use third-party applications, services, or platforms (“Third-Party Integrations”). Your use of any Third-Party Integration is solely governed by the terms and privacy policies of that provider. We do not control, endorse, or assume liability for any Third-Party Integration. Your interactions with such services are at your own risk.

4. Intellectual Property

4.1 ZeroSettle Intellectual Property

These Terms grant you a limited right to access and use the Services as provided. Except for rights explicitly granted to you in these Terms, ZeroSettle and its licensors retain all rights, title, and interest in and to the Services, including all related software, models, algorithms, user interfaces, documentation, and proprietary technologies. You do not acquire any ownership interest or license in the Services or any underlying system, model, or architecture, whether by implication, estoppel, or otherwise.

4.2 Feedback

We welcome any suggestions, ideas, improvements, or recommendations provided by you relating to ZeroSettle, our Services, or the functionality of our Services (“Feedback”). By submitting any Feedback, you agree that we may use such Feedback without restriction. You hereby assign to us all rights, title, and interest in and to any feedback you submit. Where assignment is not permitted by law, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and incorporate your Feedback into the Services or other products without compensation or attribution. We are under no obligation to use or act on any Feedback.

5. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEROSETTLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT.

ZEROSETTLE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT: (I) ANY UI FLOW, PAYMENT CONFIGURATION, OR FEATURE AVAILABLE THROUGH THE SERVICES COMPLIES OR WILL COMPLY WITH ANY PLATFORM POLICY IN ANY JURISDICTION AT ANY TIME, INCLUDING AS PLATFORM POLICIES CHANGE; (II) YOUR USE OF THE SERVICES IN ANY PARTICULAR MANNER WILL NOT RESULT IN AN ENFORCEMENT ACTION BY ANY PLATFORM PROVIDER; OR (III) ANY DOCUMENTATION OR GUIDANCE PROVIDED BY ZEROSETTLE REGARDING JURISDICTIONAL SUPPORT FOR SPECIFIC FLOWS IS OR WILL REMAIN COMPLETE, ACCURATE, OR CURRENT.

NOTHING IN THE SERVICES, THE DOCUMENTATION, OR ANY COMMUNICATIONS FROM ZEROSETTLE CONSTITUTES LEGAL, REGULATORY, COMPLIANCE, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR SEEKING APPROPRIATE PROFESSIONAL ADVICE IN CONNECTION WITH YOUR USE OF THE SERVICES.

YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS.

6. Payment Terms

6.1 Payment Authorization

You acknowledge and agree that all payment information you provide to ZeroSettle or its payment processor is accurate, current, and complete. You represent and warrant that you have the legal right to use the payment method you provide. You agree to pay all fees applicable to your use of the Services in accordance with the then-current Pricing Schedule, including without limitation per-transaction fees, percentage-based fees, and any other charges described therein, together with all applicable taxes (collectively, “Fees”). Fee rates may vary depending on your selected configuration, including whether you or ZeroSettle serves as the Merchant of Record for End User transactions. You authorize ZeroSettle or its payment processor to collect all Fees owed in accordance with the Pricing Schedule. ZeroSettle reserves the right to update the Pricing Schedule from time to time upon reasonable notice to you, and your continued use of the Services following such update constitutes acceptance of the revised Pricing Schedule.

6.2 Authorized Payment Methods

You may use any payment method accepted by ZeroSettle as listed on the Services. All payment information is collected and processed by our third-party payment processor; ZeroSettle does not directly collect, store, or retain your payment credentials. We may utilize third-party payment processors to process payments and collect Fees on our behalf. We do not guarantee the availability of any specific payment method at any given time and may add, suspend, or remove payment methods at our discretion.

6.3 Refunds and Consumer Rights

Except as stated in these Terms, all Fees are final and non-refundable. The Services do not involve the sale or delivery of physical goods, and no returns process applies. ZeroSettle is not responsible for providing or processing refunds unless required by applicable law. Notwithstanding the foregoing, certain jurisdictions may provide consumer rights that apply to you. These Terms do not limit or waive any non-waivable rights you may have under such laws.

6.4 Payment Processing

ZeroSettle may engage one or more third-party payment processors to provide payment processing services in connection with the Services. The current payment processor(s) engaged by ZeroSettle are identified in the Documentation or on our website. ZeroSettle may add, replace, or remove payment processors at any time in its sole discretion, and will update the Documentation or website accordingly. By submitting payment information through the Services, you agree to be bound by the terms of service, acceptable use policies, and other applicable agreements of each payment processor engaged by ZeroSettle (collectively, “Processor Agreements”), as updated from time to time by the applicable processor. You authorize us to share the information you provide to us with our payment processors as necessary to facilitate the collection of Fees, comply with applicable law, and operate the Services. ZeroSettle does not store, access, or retain any payment card numbers, bank account details, or other payment credentials; all such information is held and managed solely by the applicable payment processor. Each payment processor may collect and process personal data in accordance with its own privacy policy. We do not control and are not responsible for any payment processor’s handling of your information. Your access to payment-enabled features may be suspended or terminated if you violate any Processor Agreement or if a payment processor declines to process a transaction. Each payment processor is solely responsible for the performance and security of its payment processing services, and any disputes related to those services must be resolved directly with the applicable processor. In the event of any conflict between these Terms and a Processor Agreement with respect to payment processing, the Processor Agreement will control.

6.5 Free and Beta Services

If you receive any Services free of charge (e.g., trial or zero dollar proof of concept) or released as beta, pilot, limited release, non-production, evaluation, or through platform-specific testing programs (“Beta Features”), you acknowledge and accept that such Services are provided “AS-IS”, without any representations, warranties, support, maintenance, or other obligation of any kind from ZeroSettle. Beta Features are experimental in nature and may contain errors, defects, or other issues that could cause system failures or data loss. You acknowledge that Beta Features are intended for testing purposes and may not perform at the level of a commercially available service. ZeroSettle may provide Beta Features to different categories of users (including invited testers, general beta participants, or limited release groups) and may apply different terms, duration limits, or access restrictions to each category in its sole discretion. Unless otherwise mutually agreed in writing or specified in a separate beta testing agreement, beta access may be provided for a limited duration, and ZeroSettle may terminate your access to, or use of, a free Service or a Beta Feature at any time, which may include permanent deletion of Developer Content. By participating in any beta testing program, you agree to provide Feedback regarding your experience, including reporting bugs, errors, and performance issues, in accordance with Section 4.2 of these Terms. Your use of Beta Features through third-party platforms is also subject to the applicable platform provider’s terms and policies.

7. Indemnification

You agree to indemnify, defend, and hold harmless ZeroSettle, its affiliates, and each of their respective officers, directors, employees, contractors, agents, licensors, and representatives from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and penalties imposed by a governmental or regulatory authority) arising out of or relating to:

1. your breach or violation of these Terms;
2. your use or misuse of the Services;
3. any Developer Content or other content you submit, upload, or provide through the Services, including any claim that such content infringes, misappropriates, or violates the intellectual property, privacy, or other rights of any third party;
4. your violation of any applicable law or regulation in connection with your use of the Services;
5. your use of any Third-Party Integrations accessed through or in connection with the Services;
6. your configuration or deployment of any payment UI flow or direct billing configuration in any jurisdiction;
7. any enforcement action by any platform provider resulting from or related to your use of the Services;
8. your violation of the terms of any payment processor or applicable payment network rules; or
9. any claim by an End User arising from payment flows or UI configurations you have deployed.

ZeroSettle reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with our defense.

8. Limitation of Liability

8.1 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZEROSETTLE, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES BE LIABLE: (I) FOR ANY AMOUNT EXCEEDING THE FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES; OR (II) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ZEROSETTLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.

8.2 Platform Enforcement Actions

WITHOUT LIMITING SECTION 8.1, ZEROSETTLE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES, DAMAGES, COSTS, OR EXPENSES ARISING OUT OF OR RELATING TO: (I) ANY SUSPENSION, REMOVAL, DELISTING, OR OTHER ENFORCEMENT ACTION TAKEN BY ANY PLATFORM PROVIDER AGAINST YOU OR YOUR APPLICATION; (II) YOUR DECISION TO ENABLE ANY UI FLOW OR PAYMENT CONFIGURATION IN ANY JURISDICTION; OR (III) ANY LOSS OF REVENUE, SUBSCRIBERS, OR BUSINESS OPPORTUNITY RESULTING FROM ANY PLATFORM POLICY ENFORCEMENT ACTION OR CHANGE, INCLUDING ANY CHANGE IN PLATFORM POLICIES THAT OCCURS AFTER YOUR INITIAL DEPLOYMENT OF A CONFIGURATION. THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND WHETHER SUCH LOSSES WERE FORESEEABLE OR WHETHER ZEROSETTLE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

8.3 Essential Basis for the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ZEROSETTLE AND THAT ZEROSETTLE WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS.

9. Mandatory Arbitration and Class Action Waiver

9.1 Arbitration

If a dispute arises concerning the interpretation of these Terms or the performance of either Party under them, the Parties agree to first attempt resolution through good faith executive-level discussions. Either Party may initiate this process by delivering a written notice of dispute. If the Parties are unable to resolve the dispute within ten (10) business days, the matter shall be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association, as modified by this section, and in accordance with the Federal Arbitration Act (Title 9 of the United States Code).

The arbitration shall be administered by the AAA and decided by a panel of three (3) arbitrators. The legal seat of arbitration shall be San Francisco, California, but unless the Parties agree otherwise, the arbitration proceedings (including hearings) shall be conducted remotely by video conference or other virtual means. The arbitration must be initiated within a reasonable time after the dispute arises, and all statutes of limitation that would apply in a judicial proceeding shall apply. The arbitrators’ decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction. No arbitration may include any person or entity not a party to this Agreement without both Parties’ written consent. Each Party waives any right to appeal, review, or vacate the award, except as permitted under the Federal Arbitration Act.

The prevailing Party, as determined by the arbitrators, shall be entitled to recover all costs and fees, including reasonable attorneys’ fees, arbitration and administrative fees, and out-of-pocket expenses.

9.2 Class Action Waiver

YOU AND ZEROSETTLE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.

10. Miscellaneous

10.1 Privacy

Our Privacy Policy, available at https://zerosettle.io/legal/privacy, describes how we collect, use, and protect your information and that of your End Users to the extent applicable. By using the Services, you agree to the practices described in the Privacy Policy, as updated from time to time.

10.2 Authority

Each party represents that it has full authority to enter into these Terms and bind itself to its terms.

10.3 Governing Law and Jurisdiction

These Terms will be governed by and construed in accordance with the laws of California, without regard to its conflict of laws principles. You and ZeroSettle agree that any legal action or proceeding arising under or related in any way to these Terms will be brought in the state or federal courts of competent jurisdiction located in San Francisco, California and venue will be proper in that court.

10.4 Amendment; No Waiver

ZeroSettle reserves the right to modify or update these Terms at any time. When changes are made, ZeroSettle will post the revised Terms and update the “Last Modified” date above. Your continued use of the Services following the posting of revised Terms constitutes your acceptance of such changes. If you do not agree to the revised Terms, you must discontinue use of the Services. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

10.5 Force Majeure

Except for payment obligations, neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

10.6 Relationship of the Parties

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

10.7 Compliance with Laws

We will comply with all applicable U.S. state and federal laws and international laws in our operation and our provision of the Services. We reserve the right to disclose any information as necessary to comply with legal obligations, including laws, regulations, legal processes, or government requests. You agree not to export, re-export, or otherwise transfer access to the Services to any country, entity, or individual prohibited by applicable export control laws or sanctions programs.

10.8 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be replaced by a valid and enforceable provision that most closely reflects the intent of the original, and the remainder of these Terms will remain in full force and effect.

10.9 Notices

If you need to contact us for legal purposes, you may do so by email at legal@zerosettle.io or through any contact method listed on our website or in our application. We may provide you with notices via email, in-app messaging, or through any contact information associated with your account. You are responsible for keeping your contact details up to date.

10.10 Entire Agreement

These Terms, including our Privacy Policy, constitute the entire agreement between you and ZeroSettle regarding the Services. They supersede all other prior and contemporaneous proposals, agreements, or understandings, whether oral, written, or electronic. We expressly object to and reject any additional or conflicting terms you propose. Our obligations are not contingent upon the delivery of any future functionality or features unless expressly agreed to in writing.

10.11 Assignment

You may not assign or transfer these Terms, in whole or in part, without ZeroSettle’s prior written consent, and any attempt to do so without consent will be null and void. We may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties and their respective permitted successors and assigns.

10.12 No Third Party Beneficiaries

Except as expressly provided in these Terms, nothing in this Agreement is intended to or will confer upon any third party any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

10.13 Contract for Services

These Terms are for the provision of Services and not a sale of goods. The Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA), and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.

10.14 Survival

Any provisions that by their nature should survive termination or expiration of these Terms, including but not limited to terms relating to payment obligations, use of the Services, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and miscellaneous shall survive.

10.15 Interpretation

The headings used in these Terms are for convenience only and will not affect the interpretation of any provision. The words “including,” “such as,” and similar terms are to be construed without limitation. These Terms will not be construed against either party as the drafter.

[End of Terms of Service]