Terms of Service
Last Updated: April 2, 2024
Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website and interface located at https://zbd.gg (the “Site”) and the content, functionalities, and services accessible via the Site and corresponding mobile application (“App”) offered by offered by ZEBEDEE, LLC, a Delaware limited liability company registered with the Registrar of Companies in the State of Delaware with registration number 7574177 and with its registered office at 50 Harrison ST STE 472, Hoboken, NJ, 07030-6064 (“ZBD,” “we,” “us”). To make these Terms easier to read, the Site, the App, and the content, functionalities and services offered via the Site and the App are collectively called the “ZBD Services.”
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ZBD THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 21 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 20 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.
ACCEPTANCE, PRIVACY POLICY, AND CHANGES TO TERMS OR ZBD SERVICES
Acceptance of Terms. By using the Site or the App, registering for a ZBD account, as further detailed below (the “Account”), or using any of the other ZBD Services, you (“you,” “your,” “yourself,” or “User”) are agreeing to accept and comply with these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the ZBD Services. Please see the attached Exhibit 1: E-Sign Disclosure and Consent regarding how ZBD delivers communications with you electronically.
Privacy Policy. Please review our Privacy Policy, which also governs your use of the ZBD Services, for information on how we collect, use and share your information.
Changes to the Terms or the ZBD Services. We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site, to the App, and/or may also send other communications. It is important that you review the Terms whenever we update them or you use the ZBD Services. If you continue to use the ZBD Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the ZBD Services anymore. Because the ZBD Services evolve over time, we may change or discontinue all or any part of the ZBD Services at any time and without notice at our sole discretion.
ELIGIBILITY AND COMPLIANCE
Eligibility. You may use the ZBD Services only if you are at least 18 years old, and not otherwise barred from using the ZBD Services under applicable law.
Identity Verification. ZBD may require that you verify your identity before accessing or using certain ZBD Services. Promptly following ZBD’s request, you will provide ZBD any and all content and information (including your full name, tax ID number, physical address, etc.) and any documents or
photographs necessary for ZBD to verify your identity (“Identity Verification Information”). You hereby represent, warrant and covenant that your Identity Verification Information is accurate, current and complete. ZBD reserves the right to suspend your Account, or certainly functionality associated you’re your Account, until your identity has been verified pursuant to this Section and to terminate your Account should you fail to comply with your obligations under this Section. You (and, if acting in a representative capacity, individually and for the entity you represent) authorize ZBD and its agents to make such investigative inquiries and request such third-party reports as it deems necessary to verify your identity and that of your principals and other agents. You agree to allow us, if we elect in our sole discretion, to provide your Identity Verification Information to third parties in connection with identity verification services as described in this Section.
Compliance. Depending on your state or country of residence and applicable law, you may not be able to use all the functions of the ZBD Services. It is your responsibility to follow the rules and laws in your state or country of residence and/or country or jurisdiction from which you access and the ZBD Services, and you certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the ZBD Services. Without limiting the foregoing, by using the ZBD Services, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you are not listed on any list of prohibited, sanctioned, or restricted parties promulgated by the United States, European Union and/or its member states, Australia, or Brazil. If you access or use the ZBD Services outside the United States, you are solely responsible for ensuring that your access and use of the ZBD Services in such country, territory, or jurisdiction does not violate any applicable laws. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor the locations from which the ZBD Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to terminate your account or block access to the ZBD Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any User who we believe is in breach of these Terms. As long as you agree to and comply with these Terms, ZBD grants you the personal, non-exclusive, non- transferable, non-sublicensable and limited right to enter and use the ZBD Services. Please see the attached Exhibit 2: State License Disclosures regarding certain state-mandated disclosures regarding the ZBD Services.
ABOUT THE ZBD SERVICES
ZBD Services for Users. The ZBD Services also enables Users to:
directly or indirectly create an Account that can store and transfer Bitcoin leveraging the Bitcoin Lightning Network. Once approved, we may help you establish a payment channel on the Lightning Network and initiate self-directed transfers or settlements of Bitcoin within the Third-Party Applications or directly through ZBD. Such activity will be subject to certain limitations including transaction and velocity limits disclosed to you in the App or in these Terms.
The ZBD Services only deal in Bitcoin (BTC); we do not process, store, or otherwise enable the use of any other cryptocurrency or token. Each Bitcoin is divisible into 100 million units called Satoshis, or “sats”. Therefore, 1 sat is equal to 0.00000001 Bitcoin. You may see your Account balance denominated in sats along with an equivalent amount in USD, EUR, or other local fiat currency depending on where you live. You may also see your transactions conducted through the ZBD Services denominated in sats.
When you use the Zebedee Services, a cryptographic private and public key pair is generated for each Lightning Network node. Please note, when you choose to export your private key,
you will be solely responsible for maintaining the security of that private key. You will be responsible for keeping all information associated with your Account secure. ZBD will not be responsible if someone else accesses your Account and authorizes a Lightning Network transaction. You should let ZBD know immediately if any device you use to access your Account has been stolen or otherwise compromised.
Third-Party Applications. The ZBD Services may allow you to access certain third-party games, applications, and other content (the “Third-Party Applications”). Your access to and use of the Third-Party Applications is subject to terms and conditions separate from these Terms and offered by a party other than ZBD (the “Third-Party Application Agreements”). In the event of a conflict between any Third-Party Application Agreement(s) and these Terms with respect to your use of the ZBD Services, these Terms will govern.
Fees. You agree to pay any applicable fees as set forth below in connection with any transactions conducted through the ZBD Services (the “Fees”). Such Fees include the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a transaction fee for each transaction that occurs via the Lightning Network. Your continued use of the ZBD Services following the posting of a notice of Fee changes signifies that you accept and agree to the changes. You hereby grant ZBD the right to charge or deduct funds from your Account for all Fees incurred under this Agreement.
Fee Type
Fee Amount
Details
Sending or Receiving funds to other ZBD App Users from your Account
$0
There is no charge for sending or receiving BTC to other ZBD users.
Sending or Receiving funds outside the ZBD ecosystem
greater of: 1 sat or 1% of transaction amount; plus variable Lightning Network routing fees
We charge a minimal fee of the greater of 1 sat or 1% of the transaction amount. You will also be charged variable routing fees by third parties for conducting transactions over the Lightning Network.
Account activation
$0
There is no charge for Account activation.
Withdraw funds
greater of: 1 sat or 1% of transaction amount, plus variable Lightning Network routing fees
We charge a minimal fee of the greater of 1 sat or 1% of the transaction amount. You will also be charged variable routing fees by third parties for conducting transactions over the Lightning Network.
Monthly Fees
$0
There are no monthly fees for maintaining your ZBD Account.
Customer Support
$0
No fees for calling or interacting with customer support.
Inactivity
$4.95
$4.95 will be deducted from your Account each month after you have not completed a transaction using your Account for 12 months.
Taxes. You are solely responsible for all costs incurred by you in using the ZBD Services and determining, collecting, reporting and paying all applicable Taxes. Neither ZBD nor any ZBD affiliates are responsible for determining the Taxes that apply to such transactions. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to the ZBD Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the ZBD Services. We reserve the right to report any activity occurring using the ZBD Services to relevant tax authorities as required under applicable law.
ZBD Developer Services. The ZBD Services allows the limited use of Bitcoin by software developers (“Developer”) to process embedded microtransaction payments for their users which may be through programmatic APIs and/or software developer kits (the “ZBD Developer Services”). If you are a Developer using the ZBD Developer Services, your access to and use of the ZBD Developer Services is subject to ZBD’s API License Agreement and terms and conditions separate from these Terms (collectively, the “Developer Terms”). In the event of a conflict between the Developer Terms and these Terms with respect to your use of the ZBD Developer Services, the Developer Terms will govern.
User/Developer Transaction Disputes. If a disagreement occurs between a Developer and a User who is such Developer’s customer over a transaction (a “Transaction Dispute”), such Developer and User are solely responsible for resolving the Transaction Dispute in accordance with the terms and conditions of the applicable Third-Party Application Agreement. ZBD disclaims any liability arising out of or relating to a Transaction Dispute and is not obligated in any way to mediate, attempt to resolve, or otherwise become involved in any Transaction Dispute.
Suspension. We may suspend use of the ZBD Services for maintenance or other reasons and will make reasonable efforts to give you notice of this. You acknowledge that this may not be possible in an emergency and accept the risks associated with the fact that you may not always be able to use the ZBD Services or immediately carry out transactions using your Account.
YOUR ACCOUNT
Account Creation. Before becoming a User, you must establish an Account on the App. You may be able to create an Account using your email address and other information we may require. You may also create your Account through the use of a third-party account, and to the extent you choose to do so, we may access certain personal information that this third party provides to us, such as your email address and name, to help create your Account. Further information about the use of third-party accounts is provided in the Privacy Policy. Please note that you may be able to unlink your third-party accounts from your Account, and your Account data may be deleted if you choose to do so. Approval of your request to establish an Account will be at the sole discretion of ZBD. Each Account and the User identification, password, and gamertag for each Account (the “Account ID”) is for your sole personal/household use and may only be used by you and your authorized employees and contractors.
Keep Your Information Current. In connection with establishing an Account, you will be asked to submit certain information about yourself (“Registration Information”). You agree that: (i) all Registration Information you provide will be true and complete; and (ii) you will maintain and promptly update your Registration Information to keep it accurate and current. If you don’t, we may suspend or terminate your Account. You will ensure the security and confidentiality of your Account ID and will
notify ZBD immediately, if any Account ID is lost, stolen or otherwise compromised. If you believe that your Account is no longer secure, then you must immediately notify ZBD at support@zebedee.io.
No Account Sharing. You may not sell, resell, rent, lease, share, distribute or transfer your Account or Account ID or provide a third-party with the right to access your Account or Account ID. You are solely responsible for all use of the ZBD Services through your Account. All transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you.
No False Accounts. You may not select or use an Account ID of another person with the intent to impersonate that person.
Deleting Your Account. You may, at any time, cancel or delete your Account by following the instructions on the Site or App to do so, or by sending us an email at support@zebedee.io. If you delete your Account, your access to the ZBD Services will terminate as set forth in Section 12.
Gifting Sats. If you gift sats to another non-ZBD user in a Developer game and such user does not claim those sats within 60 days, then those sats are forfeited back to ZBD.
ZBD “Friends with Benefits” Program. If you participate in the ZBD “Friends with Benefits" program, then you agree to the terms of such program as set forth in the attached Exhibit 3: Friends with Benefits Program.
ZBD’S INTELLECTUAL PROPERTY. Unless otherwise specified, all content (including, without limitation, software, text, images, graphics, video and audio), trademarks, service marks, and logos of ZBD, and other materials on the Site, the App, or made available through the ZBD Services (“Materials”) are the property of ZBD and its licensors and are protected by copyright, trademark and other applicable laws. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the ZBD Services. The Materials should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such Materials on any other site or networked computer environment for any other purpose is strictly prohibited; any such unauthorized use may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. ZBD or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights in and to the ZBD Services and the Materials.
USER CONTENT
Posting Content. The ZBD Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the ZBD Services is referred to as “User Content”. ZBD does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
Your Responsibility for User Content. You are solely responsible for all of your User Content. Your responsibility for your User Content extends to resolving any disputes that may arise between you and any User or third party because of your User Content. You represent and warrant that you have (and
will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the ZBD Services, nor any use of your User Content by ZBD on or through the ZBD Services: (i) does not violate these Terms or any applicable law or regulation; (ii) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (iii) does not constitute an infringement or misappropriation of the intellectual property rights or other rights of any third-party; (iv) is not an advertisement or solicitation of funds, goods, or services; (v) is not false, misleading, or inaccurate; or (vi) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement.
Permissions to Your User Content. By providing, uploading, submitting, posting, or generating your User Content or otherwise making your User Content available on the ZBD Services, you grant ZBD and its authorized representatives, commercial partners, and contractors a perpetual, non-exclusive, transferable, worldwide, royalty-free right and license, with the right to sublicense, to use, copy, modify, creative derivative works based upon, distribute, publicly display, publicly perform, process, store, and transmit, and disclose your User Content in connection with operating and providing the ZBD Services. You understand that in certain contexts your User Content may be visible to, sent to, and viewed by other Users and you expressly waive any privacy rights you may otherwise have in your User Content in such contexts.
Removal of User Content. You can remove your User Content by specifically deleting it. ZBD is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of your User Content. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the ZBD Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
ZBD APP RIGHTS AND TERMS
App License. If you comply with these Terms, ZBD grants to you a limited non-exclusive, non- transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile phone/device, tablets, wearable devices, and/or other compatible devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple Users through any means.
Additional Information: Apple App Store. This Section 8.2 applies to any mobile application that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple
will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist- supporting country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
GENERAL PROHIBITIONS AND ZBD’S ENFORCEMENT RIGHTS
You agree not to do any of the following:
Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use, display, mirror or frame the ZBD Services or any individual element within the ZBD Services, ZBD’s name, any ZBD trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without ZBD’s express written consent;
Access, tamper with, or use non-public areas of the ZBD Services, ZBD’s computer systems, or the technical delivery systems of ZBD’s providers;
Attempt to or actually probe, scan, or test the vulnerability of (or lack of vulnerability of) any ZBD system or network (collectively, “Systems”) or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ZBD or any of ZBD’s providers or any other third party (including another User) to protect the ZBD Services;
Attempt to or actually access or search the ZBD Services or download content from the ZBD Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ZBD or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a ZBD trademark, logo URL or product name without ZBD’s express written consent;
Use the ZBD Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the ZBD Services to send altered, deceptive, or false source- identifying information;
Attempt to or actually decipher, decompile, disassemble or reverse engineer any of the software used to provide the ZBD Services, or any element thereof, or any of the Systems;
Interfere with, or attempt to interfere with, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the ZBD Services or any Systems;
Collect or store any personally identifiable information from the ZBD Services from other Users of the ZBD Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity, including but not limited to ZBD or any representative or agent thereof;
Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the ZBD Services);
Fabricate in any way any transaction or process related to the ZBD Services;
Disguise or interfere in any way with the IP address of the device you are using to access or use the ZBD Services, or that otherwise prevents us from correctly identifying the IP address and geographic location of the device you are using to access the ZBD Services;
Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
ZBD is not obligated to monitor access to or use of the ZBD Services or to review or edit any ZBD Services content. However, we have the right to do so for the purpose of operating the ZBD Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the ZBD Services. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.
COPYRIGHT POLICY. ZBD respects copyright law and expects its Users to do the same. It is ZBD policy to terminate in appropriate circumstances Users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see ZBD’s Copyright/Takedown and Repeat Infringer Policy for further information.
LINKS TO THIRD PARTY WEBSITES, OR RESOURCES. The ZBD Services may allow
you to access third-party websites, or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites and applications. You acknowledge that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources.
TERMINATION
We may suspend or terminate your access to and use of the ZBD Services at our sole discretion, at any time and without notice to you. For example, we may suspend or terminate your access to the ZBD Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute a breach of these Terms by ZBD. In accordance with our anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on your ability to utilize the ZBD Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the ZBD Services.
You acknowledge and agree that we shall have no liability or obligation to you in such an event of termination or suspension and that, if applicable, you will not be entitled to a refund of any amounts
that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the ZBD Services, the following Sections will survive: 3.3, 3.4, 5, 6, 7, 9, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and this Section 12.2.
DISCLAIMERS
THE ZBD SERVICES AND ANY CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND IN PARTICULAR, WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZBD AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE ZBD SERVICES (INCLUDING ANY MATERIAL, INFORMATION, OR CONTENT THEREIN): (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (III) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS: OR (IV) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. ZBD DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE ZBD SERVICES, ANY MATERIAL, INFORMATION, OR CONTENT CONTAINED THEREIN. WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF THE ZBD SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD-PARTY SERVICES.
ZBD CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
THE ZBD SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE (SCHEDULED OR UNSCHEDULED), ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE ZBD SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE ZBD SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
ZBD WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR TYPOGRAPHICAL ERRORS; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, NODES, DIGITAL WALLETS, OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR
(V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
To the extent the ZBD Services enable you to interact with the Bitcoin blockchain protocol (the “Protocol”), you understand that your use of the Protocol is entirely at your own risk. The Protocol is available on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non- infringement. You assume all risks associated with using the Protocol, and digital assets and decentralized systems generally, including but not limited to, that digital assets are highly volatile; you may not have ready access to assets; and you may lose some or all of your digital assets. You agree that you will have no recourse against ZBD for any losses due to your use of the Protocol. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
ASSUMPTION OF RISKS. You accept, acknowledge, and assume the following risks:
Your use of the ZBD Services is subject to the following conditions and risks: (i) Bitcoin transactions are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable and ZBD or its affiliates or third party service providers are not liable for any fraudulent or accidental transactions; (ii) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Bitcoin; (iii) the Bitcoin Lightning network is maintained by a vast unidentified private computer network spread around the world, and transacting in Bitcoin or on the Bitcoin Lightning network is at your own risk and understanding of this network; (iv) the Bitcoin Lightning network is a target for fraud, and fraud may result when you engage in transactions with external Bitcoin addresses; (v) Bitcoin is a target for hackers and theft, and hacking and irretrievable theft can occur even when the strongest security settings are used;
(vi) some Bitcoin transactions are deemed to be made when recorded on the Bitcoin public ledger blockchain, which is may be different from the time at which you initiated such transaction; (vii) the value of Bitcoin may be derived from the continued willingness of market participants to exchange fiat currency for Bitcoin, which may result in the potential for permanent and total loss of value of a particular Bitcoin should the market for that Bitcoin disappear; (viii) any Bitcoin transaction may be canceled, lost, or double spent, or otherwise lose all or most of its value due to forks, rollbacks, attacks, or failures to operate as intended; (x) there is no assurance that a person who accepts Bitcoin as payment today will continue to do so in the future; and (ix) the volatility and unpredictability of the price of Bitcoin relative to fiat currency may result in significant losses over a short period of time.
By accessing and using the ZBD Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or experience other abnormal behavior. ZBD is not responsible for any issues with the blockchains, including forks, technical node issues, or any other issues that may result in fund losses. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the ZBD Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing the ZBD Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the ZBD Services.
NO TAX, LEGAL, FINANCIAL, OR INVESTMENT ADVICE. You should not interpret any Materials provided on the ZBD Services as tax, legal, financial, or investment advice. We have no special
relationship with or fiduciary duty to you and your use of the ZBD Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the information posted on the ZBD Services.
DISCLOSURES TO LEGAL AUTHORITIES AND AUTHORIZED FINANCIAL INSTITUTIONS.
We may share your personal information with law enforcement, data protection authorities, government officials and other authorities when:
Required by law;
Compelled by subpoena, court order or other legal procedure;
We believe that disclosure is necessary to prevent damage or financial loss;
Disclosure is necessary to report suspected illegal activity; or
Disclosure is necessary to investigate violations of our Terms or Privacy Policy.
We may also share information concerning US citizens who are ZBD customers with other financial institutions, as authorized under Section 314(b) of the US Patriot Act, and with tax authorities, including the US Internal Revenue Service, pursuant to the Foreign Account Tax Compliance Act (“FATCA”), to the extent that this statute may be determined to apply to.
AML POLICY. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you engage in business with us, we may ask for your name, address, date of birth, tax ID number, or other information that will allow us to verify your identity. We may also ask to see your driver's license, passport, or other identifying documents.
INDEMNITY. You will indemnify, defend (at ZBD’s option), and hold ZBD and its affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the ZBD Services, (b) your User Content, or (c) your violation of these Terms. You may not settle or otherwise compromise any claim subject to this Section without ZBD’s prior written approval.
LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ZBD NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE ZBD SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE ZBD SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZBD OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF ZBD AND ITS AGENTS, REPRESENTATIVES, AND AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE ZBD SERVICES, EXCEED THE LESSER OF (I) AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ZBD FOR USE OF THE ZBD SERVICES, OR
(II) ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ZBD, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZBD AND YOU.
GOVERNING LAW AND FORUM CHOICE. These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and ZBD are not required to arbitrate will be the state and federal courts located in the State of Delaware, and you and ZBD each waive any objection to jurisdiction and venue in such courts.
DISPUTE RESOLUTION.
Informal Dispute Resolution. You and ZBD must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the ZBD Services (collectively, “Disputes”) informally. Accordingly, neither you nor ZBD may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver written notices via hand or first-class mail to us at ZBD LLC, 50 Harrison St., Suite 472, Hoboken, NJ, 07030-6064 and email a copy of such written notice to support@zebedee.io. Notwithstanding the foregoing, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.
Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and ZBD agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and ZBD are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions. As limited exceptions to Section 21.2 above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the AAA Rules, unless we both agree to a different location. The parties agree that the
arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute is frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided in Section 21.3 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND ZBD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your 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 Dispute Resolution section shall be null and void.
GENERAL TERMS.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between ZBD and you regarding the ZBD Services, and these Terms supersede and replace all prior oral or written understandings or agreements between ZBD and you regarding the ZBD Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without ZBD’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. ZBD may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Notices. Any notices or other communications provided by ZBD under these Terms will be given: (i) via email; or (ii) by posting to the Site and/or the App. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. ZBD’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ZBD. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Severability. With the exception of any of the provisions in Section 21.7 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
EXHIBIT 1: E-Sign Disclosure and Consent
This policy describes how ZBD delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our Website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.
Electronic Delivery of Communications. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your ZBD Account(s) and your use of ZBD Services. Communications include:
Terms of use and policies you agree to (e.g., the ZBD Terms and Conditions and Privacy Policy), including updates to these agreements or policies;
Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
Legal, regulatory, and tax disclosures or statements; and
Responses to claims or customer support inquiries filed in connection with your Account.
We will provide these Communications to you by posting them on the ZBD Site and/or App, emailing them to you at the primary email address listed in your ZBD profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
Hardware and Software Requirements. In order to access and retain electronic Communications, you will need the following hardware and software:
A device with an Internet connection;
A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
A valid email address (your primary email address on file with ZBD); and
Sufficient storage space to save past Communications or an installed printer to print them.
How to Withdraw Your Consent. You may withdraw your consent to receive Communications electronically by contacting us at support@zebedee.io. If you fail to provide or if you withdraw your consent to receive Communications electronically, ZBD reserves the right to immediately close your ZBD Account or charge you additional fees for paper copies.
Updating your Information. It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if ZBD sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, ZBD will be deemed to have provided the Communication to you. You may update your information by logging into your account and visiting settings or by contacting our support team at support@zebedee.io.
EXHIBIT 2: State License Disclosures
ZBD maintains licenses to engage in money transmission activities in many states, and these licenses may impact our provision and your use of certain ZBD Services depending on where you live. If you live in the following jurisdictions, we are required to provide you with the following information:
Arizona If you have a complaint, please contact ZEBEDEE, LLC at 1-888-568-8816
or support@zebedee.io. If you still have an unresolved complaint regarding ZEBEDEE, LLC's money transmission activity, you may complete an Online Complaint Form as stated on the File a Complaint against a Financial Institution or Enterprise page: https://difi.az.gov/complaint
Or the AZ e-Licensing Portal for filing a complaint: https://elicense.az.gov/ARDC_FileComplaint Or you may call the AZ Financial Institutions Division: (602) 771-2800 | Toll-free: (800) 544-0708
Arkansas If you have a complaint, please contact ZEBEDEE, LLC at 1-888-568-8816 or support@zebedee.io.
If you still have an unresolved complaint regarding ZEBEDEE, LLC's money transmission activity, you may file the completed complaint form by e-mailing to ASDInfo@securities.arkansas.gov or by mailing at: 1 COMMERCE WAY, SUITE 402 LITTLE ROCK, ARKANSAS 72202 TELEPHONE: (501) 324-
9260 FACSIMILE: (501) 324-9268
District of Columbia If you have a complaint, please contact ZEBEDEE, LLC at 1-888-568-8816
or support@zebedee.io. If you still have an unresolved complaint regarding ZEBEDEE, LLC's money transmission activity, you may file it by contacting the Department at:
District of Columbia Department of Insurance, Securities and Banking 1050 First St., NE, Suite 801 Washington, DC 20002 Phone: (202) 727-8000 Fax: (202) 354-1085 E-mail: disbcomplaints@dc.gov Consumer Complaint Form Mail-in Version
Georgia Licensed by The Georgia Department of Banking and Finance. (Lic. # 2188007/ NMLS# 2188007).
If you have a complaint, please contact ZEBEDEE, LLC at 1-888-568-8816 or support@zebedee.io. If you still have an unresolved complaint regarding ZEBEDEE, LLC's money transmission activity, you may file it by contacting the Georgia Department of Banking and Finance - Consumer
Resources: https://consumer.georgia.gov/resolve-your-dispute/how-do-i-file-complaint
Maryland If you have a complaint, please contact ZEBEDEE, LLC at 1-888-568-8816
or support@zebedee.io. If you still have an unresolved complaint regarding ZEBEDEE, LLC's money transmission activity, you may file it by contacting the Maryland Department of Labor.
The Commissioner of Financial Regulation for the State of Maryland will accept all questions or complaints from Maryland residents regarding [License No. 2188007and NMLS ID: 2188007] by contacting the Commissioner's office at: 500 North Calvert Street, Suite 402, Baltimore, Maryland 21202, or (888) 784-0136. Additional information about ZEBEDEE, LLC may be obtained
Mississippi The Mississippi Department of Banking & Consumer Finance recommends that you attempt to resolve your complaint with the financial institution first by contacting ZEBEDEE, LLC at 1-888-568- 8816 or support@zebedee.io to allow the opportunity to resolve the issue(s). If you still have an unresolved complaint regarding ZEBEDEE, LLC's money transmission activity, you may file you complain online at https://dbcf.ms.gov/complaint-form/
North Dakota ZEBEDEE, LLC is licensed by the North Dakota Department of Financial Institutions as a money transmitter. If you have a question or complaint, please first contact the consumer assistance
division of ZBD at support@zebedee.io or 1-888-568-8816, or at its mailing address: 50 Harrison ST STE 472, Hoboken, NJ, 07030-6064. If you have an unresolved question or complaint regarding the money transmission services provided by ZBD, you may contact the North Dakota Department of Financial Institutions at (701) 328-9933.
Please note the following disclosures associated with virtual currency: Virtual currency is not legal tender in the United States, is not backed by the United States government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
EXHIBIT 3: “Friends with Benefits” Program Terms and Conditions
Program Eligibility
To participate in the ZBD “Friends with Benefits” referral program (the “Program”), send your custom code (the “Referral Code”) to another individual who has not previously created an account on the ZBD App (a “New User”). You may share the Referral Code directly with a New User or send them a link to the Referral Code generated through the App. New Users shall not create more than one account per device.
When a New User signs up for a ZBD account using your Referral Code (“Sign Up”), you are entitled to receive twenty percent (20%) (the “Payment”) of that New User’s earnings generated through the ZBD Arcade and ZBD Playtime features (“Earnings”) solely by such New User for a maximum of one year from the time of Sign Up. New Users have up to 48 hours after account creation to retroactively add the Referral Code in the “Enter Referral Code” section of the App to count as a Sign Up for purposes of earning a Payment. You are eligible to earn the Payment for New User Sign Ups only – you are not eligible for Payment based on Earnings generated by additional users subsequently brought into the Program by a New User and so on.
Payment Calculation and Payment
Every Monday ZBD will calculate the Payment amount earned the previous week and deposit the Payment into your ZBD account. The Payment is denominated in sats, but calculated based on the U.S. Dollar (“USD”) equivalent of the sats earned by the New User on a daily basis, starting each Monday. At the close of each Sunday of that week, the USD equivalent earned by the New User for that week is totaled and multiplied by twenty percent (20%). The result of that calculation is then converted into Bitcoin based on the price of Bitcoin at the time the Payment is made the Monday immediately following the close of the week in which the Payment was calculated. ZBD’s determination and calculation of the Payment is final.
Additional Terms
The Program may be modified or terminated by ZBD at any time; provided, however, that ZBD will provide written notice to you prior to any modification. Please refer to this page for the latest Program terms and conditions.
The Program, and your participation in it, are subject to the Terms, which prevail with respect to any conflict between those Terms and these Program Terms and Conditions. Your participation in the Program does not create any contract between you and ZBD, other than that established under the Terms.
Without prejudice to any other rights or remedies of ZBD, if ZBD reasonably suspects that any Payment made under the Program has been generated through fraud or in breach of these Program terms and conditions or the Terms, ZBD may set off or deduct the amount of such Payment from any future Payment due to you.
If your ZBD account is terminated for any reason, then as of the date of such termination (the “Termination Date”): (a) your Referral Code will be immediately deactivated; (b) your participation in the Program will be immediately terminated; and (c) ZBD will pay you all outstanding Payment amounts earned as of the Termination Date; provided, however, that if your ZBD account is terminated by ZBD
for cause under the Terms, then all unpaid Payment(s) as of the Termination Date shall be forfeited to ZBD and you waive all right or entitlement to recover such Payment(s) from ZBD.
