Terms of Service

About Zippy and the Legal Nature of the Platform

These Terms of Service ("Terms") are a legally binding agreement between you ("User," "you") and Zippy Technologies Inc., a corporation incorporated under the laws of the State of Delaware, with its principal place of business at 218 NW 24th Street, 2nd and 3rd Floors, Miami, Florida 33127, United States ("Zippy," "we," "us," "our"), governing your access to and use of all Zippy services, applications, software, websites, infrastructure, and related technology (collectively, the "Platform").

The Platform consists of three distinct, interconnected layers:

• "Zippy Unified Identity & Document Infrastructure" (the "Identity Infrastructure") — the identity verification layer, providing KYC/KYB checks, biometric and liveness verification, document collection, and electronic-signature services used to verify the identity of individual Users and, where applicable, of businesses Users interact with on the Platform.
• "Zippy Instant Payment Network" ("ZIPN") — the underlying real-time messaging, routing, and orchestration technology that carries payment instructions and authorizations between parties and Approved Rails. ZIPN is infrastructure and technology only: it does not itself hold, custody, or store funds, and it is not a bank account, deposit account, or wallet.
• "Zippy Verified Commerce Network" ("ZVCN") — the transaction-management layer built on top of ZIPN. ZVCN connects identity-verified buyers with identity-verified merchants for a defined commercial exchange of goods or services (each, a "Transaction"), captures the buyer's payment authorization, routes that authorization via ZIPN to a licensed, regulated "Approved Rail" (a bank or payment partner) for processing and settlement, records delivery and performance evidence, manages disputes, and preserves an evidence record for each Transaction.

Funds transferred in connection with a Transaction are processed through Approved Rails — third-party financial institutions, payment processors, card networks, or other regulated payment providers. Zippy does not control these third parties and does not guarantee the settlement, processing time, availability, or performance of external financial systems.

Zippy provides software functionality, compliance infrastructure, verification services, and transaction orchestration tools through the Identity Infrastructure and ZVCN. Access to the Platform is access to these digital services and does not, by itself, constitute ownership of any financial product or stored monetary instrument. The Platform does not operate a general-purpose stored-value or credit system; payment functionality exists solely to authorize and process payment as an integral part of a specific, identity-verified Transaction, as described in Section 6.

Use of the Platform is conditioned on acceptance of these Terms, the Privacy Policy, the Fee Disclosure, the Acceptable Use rules, and all policies incorporated by reference. By registering, accessing, funding, transacting, or otherwise using the Platform, you agree to be bound by these Terms and all related policies.

If you do not agree, you must immediately discontinue use of the Platform.

1A. Corporate Structure, Affiliates & Contracting Entities

Zippy Technologies Inc. may conduct business under trade names, brand identifiers, affiliated entities, or DBAs operating within the broader Zippy ecosystem. The specific contracting entity responsible for providing services to you is identified at the time of onboarding, account registration, or execution of a separate service agreement.

Affiliated entities operating under the Zippy brand may provide operational, compliance, technical, or administrative support functions in connection with the Identity Infrastructure, ZIPN, and ZVCN. You acknowledge that services may be allocated among affiliates for operational efficiency or regulatory reasons.

Unless expressly agreed in writing, no affiliate assumes liability for the contractual obligations of another affiliated entity. The use of a shared brand name, shared infrastructure, or a common website does not create cross-liability between affiliated companies.

Scope of Services & Platform Functionality

The Platform provides an integrated technology environment supporting identity verification (through the Identity Infrastructure), payment authorization and transaction orchestration (through ZIPN and ZVCN), and related compliance and risk-management functionality within a controlled ecosystem.

Platform functionality may include: identity verification and re-verification services; user authentication procedures; behavioral risk analysis; capture and recording of payment authorizations for specific Transactions; routing of authorized payments via ZIPN to Approved Rails; delivery- and performance-evidence capture; dispute management; merchant integration tools; transaction monitoring; compliance review processes; and related analytics features.

The Platform enables Users to authorize payment for specific, identity-verified Transactions with identity-verified counterparties. Zippy does not offer, and this Section should not be read to describe, a general-purpose account into which Users deposit or hold value independent of a specific Transaction, or through which Users transfer value to unrelated, non-counterparty recipients. All Transaction functionality is provided subject to availability, jurisdictional limitations, counterparty and Transaction-type eligibility, and applicable risk controls.

Zippy may modify, suspend, restrict, or discontinue any feature, functionality, or service at any time where reasonably necessary for security, compliance, operational integrity, legal requirements, or risk management. Access to specific services may require additional agreements, enhanced verification, or supplemental disclosures.

The Platform is intended solely for lawful use. Users remain solely responsible for determining whether their use of the Platform is lawful in their jurisdiction.

2A. Modular Services & Limited Scope of Responsibility

Zippy provides modular service offerings that may be engaged independently or in combination, including identity verification systems (the Identity Infrastructure), payment routing and orchestration technology (ZIPN), transaction-management and dispute-handling functionality (ZVCN), fraud-detection infrastructure, trust analytics systems, and related compliance tools.

Where a User or business client contracts for only a portion of Zippy's service offerings, Zippy's responsibility is strictly limited to the specific services expressly agreed upon. Zippy does not assume responsibility for the client's overall regulatory compliance, business-model legality, licensing requirements, operational outcomes, or third-party integration performance.

Provision of technological infrastructure does not create a fiduciary duty, supervisory obligation, or agency relationship. Zippy's role is limited to the delivery of infrastructure services as described in the applicable service scope.

Regulatory Status & Third-Party Relationships

Zippy provides technology and transaction-management services and relies on regulated third-party providers — Approved Rails — to facilitate payment processing, banking connectivity, and settlement, and relies on identity-verification vendors and other service partners to support the Identity Infrastructure. Approved Rails may include financial institutions, payment processors, acquiring banks, and card networks.

Where Zippy's own licensing has not been obtained for a given jurisdiction, function, or Transaction type, the corresponding functionality is provided only through an appropriately regulated Approved Rail, or is not available to Users in that jurisdiction.

Zippy does not hold customer funds in a deposit account unless explicitly disclosed for a specific regulated product. Where a Transaction involves movement of funds, those funds are processed, held only transiently as part of settlement, or settled by Approved Rails under their own regulatory frameworks and contractual terms. Users acknowledge that Approved Rails and other third-party providers operate independently and may impose their own requirements, restrictions, delays, fees, or compliance procedures. Zippy is not responsible for the acts, omissions, availability, or performance of Approved Rails or other third-party providers except where required by applicable law.

Nothing in these Terms represents that Zippy is licensed or regulated in any jurisdiction beyond what is expressly disclosed by Zippy in writing or at getzippy.app. Services may not be available in all jurisdictions and may be restricted based on regulatory requirements, risk assessment, or operational considerations.

Zippy reserves the right to refuse service, block or decline a Transaction, restrict access, or terminate an account where required to comply with applicable law, regulatory obligations, sanctions programs, or Approved Rail requirements.

Eligibility, Account Registration & User Obligations

To use the Platform, you must be legally capable of entering into a binding contract and must be at least eighteen (18) years of age, or the age of majority in your jurisdiction of residence if higher. You must not be located in, or a national or resident of, any country or region subject to comprehensive U.S. sanctions administered by the Office of Foreign Assets Control, and you must not appear on any applicable sanctions or watch list. By using the Platform, you represent and warrant that you meet these requirements.

You may use the Platform only on your own behalf and for your own account unless explicitly authorized by Zippy in writing. You may not act as an undisclosed agent, intermediary, or representative for any third party.

You agree to provide accurate, complete, and truthful information during registration and throughout your use of the Platform, and to promptly update any information that becomes inaccurate or outdated. Zippy may request additional information, documentation, or verification at any time.

Zippy maintains a mandatory identity-verification framework, administered through the Identity Infrastructure, that may include government identification, biometric verification, device authentication, behavioral analysis, and source-of-funds verification. You authorize Zippy to conduct verification procedures directly or through third-party providers.

Zippy may refuse registration, restrict functionality, decline or suspend a Transaction, or terminate an account where verification cannot be completed, where information is inaccurate, or where risk concerns arise.

Users must maintain the security of their credentials, devices, and authentication methods. You are responsible for all activity occurring under your account except where prohibited by applicable law. You must notify Zippy immediately of any suspected unauthorized access or security breach.

You agree not to use the Platform for unlawful activity, fraud, deception, unauthorized transactions, or prohibited business activities. Violation of these obligations may result in immediate account suspension, Transaction reversal, or termination.

Identity Verification, Compliance Controls & AML Framework

Access to and continued use of the Platform is subject to mandatory identity verification, compliance review, and risk monitoring procedures designed to prevent fraud, unauthorized transactions, financial crime, and misuse of the Platform.

By registering for or using the Platform, you consent to identity verification procedures performed by Zippy, through the Identity Infrastructure, directly or through authorized third-party service providers. Verification may include collection and validation of personal information, government-issued identification, biometric or facial verification processes, device authentication, behavioral analysis, transaction monitoring, and source-of-funds verification. Zippy may require submission of additional documentation or information at any time where reasonably necessary for security, fraud prevention, regulatory compliance, or risk management.

Zippy may conduct ongoing monitoring of account activity, Transactions, and user behavior to detect unusual activity, suspicious transactions, fraud indicators, or potential violations of these Terms. You acknowledge and agree that such monitoring may occur continuously and without prior notice.

Zippy reserves the right, at its sole discretion and where reasonably necessary, to delay, block, reverse, or refuse any Transaction; request enhanced verification; impose limits; freeze account functionality; or suspend access pending investigation of potential fraud, security risks, or compliance concerns.

You acknowledge that Zippy may be required to disclose information relating to your identity, Transactions, or account activity to Approved Rails, other payment processors, identity verification providers, regulatory authorities, or law enforcement where required by law, contractual obligation, or risk management requirements. You further agree that Zippy may retain identity and Transaction records for compliance, audit, fraud prevention, dispute resolution, and legal purposes for the period required by applicable law or reasonable business practice.

Zippy maintains a risk-based compliance program designed to mitigate exposure to financial crime, including money laundering, fraud, sanctions violations, and terrorist financing. As part of this program, Zippy may implement identity verification procedures, ongoing transaction monitoring, sanctions screening, device fingerprinting, behavioral analytics, and source-of-funds review processes.

Users represent and warrant that all funds used in connection with a Transaction are derived from lawful sources. Zippy does not rely solely on user representations and may conduct independent risk assessments where deemed necessary. Where suspicious activity indicators arise, Zippy may delay, restrict, freeze, or terminate account access pending further review, and may file regulatory reports or disclosures where required by applicable law.

Transactions and Payment Authorization Under ZVCN

6.1 The Transaction model. The Platform does not operate a stored-value account, closed-loop credit system, or general-purpose balance that Users acquire, hold, or transfer independent of a specific commercial exchange. Instead, ZVCN connects identity-verified buyers with identity-verified merchants for a defined Transaction, and payment for that Transaction is authorized, routed, and evidenced as a single, integrated process:

• A specific Transaction is defined — the counterparty (or its trading name), the goods or services exchanged, the amount, the currency, applicable fees, and any material delivery, refund, or dispute terms.
• You authorize payment for that specific Transaction using a PIN, one-time passcode, device or biometric authentication, electronic signature, or another strong-authentication method Zippy makes available. Your authorization is recorded and tied to that Transaction, including a timestamp, the authentication method used, and the Terms in effect at the time.
• Zippy routes your authorized payment instruction via ZIPN to an Approved Rail for processing and settlement, as an integral, evidenced step of the Transaction it belongs to.
• ZVCN records delivery and performance evidence for the Transaction and preserves an evidence record for later reference or dispute handling.

6.4 Zippy's role in the underlying sale. Zippy is not a party to, and does not guarantee the performance of, the underlying sale of goods or services between you and a merchant. The merchant remains responsible for its own goods, services, and representations as the merchant of record for that sale unless otherwise disclosed to you for a specific Transaction. You are responsible for reviewing the Transaction details presented to you before authorizing payment; Zippy is not responsible for your decision to purchase goods or services that do not meet your expectations, except as provided in Zippy's dispute-handling process.

6.5 Zippy's discretion over Transactions. Zippy may impose limits on the amount, frequency, or type of Transactions a User may authorize, and may decline, delay, or reverse a Transaction — or, where applicable under Section 6A, adjust or revoke a related refund credit — where reasonably necessary due to a chargeback, fraud investigation, system error, compliance requirement, sanctions concern, or violation of these Terms.

6A. Refund Credits & Transaction-Tied Value

6.2 No general-purpose stored value. You may not use your Zippy account to hold funds indefinitely without an associated Transaction, to send funds to unverified recipients outside the scope of an approved Transaction type, to transfer value peer-to-peer to another User outside the context of a specific Transaction between an identity-verified buyer and an identity-verified merchant, or for any purpose other than the identity-verification, verified-commerce, and payment-orchestration services Zippy actually offers under these Terms. Zippy does not represent, and no User should treat, any Zippy product as a wallet, stored-value account, deposit account, or e-money product unless expressly identified as such for a specific regulated jurisdiction.

6.3 Transaction-tied refund credit. Where a Transaction is refunded, partially refunded, or corrected, Zippy may issue a refund credit that is identifiable to, and drawn against, that specific prior Transaction, for use toward a future Transaction with an identity-verified counterparty or for return to your original funding source, as applicable and as disclosed to you at the time. A refund credit issued under this Section is not general-purpose stored value: it is not freely transferable to other Users, does not accrue interest, is not insured by any governmental authority, and does not create a deposit, custodial, or fiduciary relationship between you and Zippy. Zippy may impose limits on the amount, use, or expiration of a refund credit and may condition its use on identity verification, compliance review, and applicable fees.

Funding, Payment Authorization, and Transaction Authorization Evidence

The Platform allows users to fund and authorize Transactions through supported funding methods, including but not limited to card payments, bank transfers, digital payment services, or other methods made available from time to time. Availability of funding methods may vary based on jurisdiction, user verification status, and risk assessment. A funding step used to pay for a Transaction (a "Funding Transaction") is processed through an approved third-party payment provider and is distinct from, though may be presented to you together with, the underlying Transaction it funds.

You may only use funding sources that you own or are legally authorized to use. Zippy may require that the name associated with a funding source matches your verified identity. Zippy may reject or reverse a Funding Transaction or Transaction involving a payment instrument where ownership or authorization cannot be verified.

By authorizing a Transaction, you represent and warrant that you have authorized the payment, that you are the lawful owner or an authorized user of the funding source, and that the funds used originate from lawful activity.

To protect users, Approved Rails, and the integrity of ZVCN, Zippy maintains a Transaction authorization and evidence framework designed to verify user intent and reduce unauthorized transactions or payment disputes. This framework may include electronic confirmation of Transaction authorization, communication records, device and session identification, identity-verification records, transaction logs, delivery and performance confirmations, and related audit data, all tied to the specific Transaction to which they relate.

You consent to Zippy maintaining records of Transaction activity, communications, verification data, and system logs as evidence of authorization, delivery or performance, and Transaction validity. Such records may be relied upon in dispute resolution, fraud investigation, chargeback defense, or legal proceedings where permitted by law, consistent with Section 27.

Where additional confirmation is requested, you agree to provide Transaction verification or authorization statements in a timely manner. Failure to provide requested verification may result in suspension of services or restriction of account functionality.

Zippy does not guarantee Transaction processing times, settlement finality, or availability of external payment systems or Approved Rails. Transactions may be delayed, rejected, or reversed due to network rules, Approved Rail requirements, compliance review, or risk-management procedures.

Transaction Processing, Reversals, and Settlement

Transactions conducted through the Platform are routed for payment processing through third-party financial institutions, payment processors, or settlement networks approved by Zippy for that purpose ("Approved Rails"). You acknowledge that Approved Rails operate independently and may impose their own processing rules, timelines, fees, or transaction controls.

A Transaction is not considered final until confirmed by all relevant processing parties. Zippy reserves the right to delay settlement, restrict access to Transaction proceeds, or reverse a Transaction where payment failure, chargeback, dispute, suspected fraud, compliance review, or an Approved Rail's instruction occurs.

If a Funding Transaction is reversed, disputed, or cancelled by a financial institution or payment provider, Zippy may recover the corresponding value from you, reverse the related Transaction, deduct amounts owed from future Transaction proceeds, or pursue recovery of losses where permitted by law.

Zippy is not responsible for losses arising from payment reversals, processing delays, network failures, or actions of Approved Rails or other third-party providers beyond Zippy's reasonable control.

8A. Digital Asset Payments & Cryptocurrency Transactions

Zippy may, at its discretion, permit the use of digital assets or cryptocurrencies as a method of payment for certain Transactions offered through the Platform. Any such payments are processed exclusively through independent third-party payment processors, blockchain networks, or digital asset service providers approved by Zippy.

Zippy does not itself act as a cryptocurrency exchange, custodian, wallet provider, broker-dealer, investment adviser, or financial institution in connection with digital-asset payments, unless expressly stated in a separate written agreement. Acceptance of digital assets as payment for a Transaction does not create a custodial relationship between Zippy and the user, and Zippy does not hold digital assets on a user's behalf outside the processing of an authorized Transaction.

Digital-asset payments may be subject to enhanced AML screening, sanctions review, blockchain analytics monitoring, or third-party compliance checks. Zippy reserves the right to delay, reject, freeze, or report a digital-asset payment where reasonably necessary to comply with applicable law or regulatory expectations.

Nothing in these Terms shall be interpreted as Zippy offering investment services, trading services, or financial advice in connection with digital assets.

Fraud Prevention, Risk Monitoring & Security Controls

Zippy maintains a fraud prevention and risk-management framework designed to protect users, Approved Rails, and the Platform ecosystem from unauthorized activity, deception, abuse, and financial crime.

The Platform may employ automated and manual review procedures, behavioral monitoring systems, transaction pattern analysis, risk scoring models, device fingerprinting, identity verification tools, and other security measures to detect suspicious activity.

You acknowledge that Zippy may evaluate transaction behavior, account usage patterns, identity data, communication records, and technical information to identify potential fraud or misuse.

Where suspicious activity is detected, Zippy may restrict Transactions, impose temporary holds, request additional verification, suspend services, or terminate accounts without prior notice where reasonably necessary to prevent harm or comply with legal obligations.

Users are prohibited from engaging in fraudulent conduct, including unauthorized use of payment instruments, submission of false claims, misuse of dispute procedures, or attempts to obtain services without valid authorization. Any attempt to manipulate transaction systems, circumvent risk controls, or misrepresent transaction intent may result in immediate termination and recovery of losses.

Disputes, Payment Errors and Chargeback Handling

Digital services and Platform access delivered through a Transaction are typically delivered immediately upon completion. Except where required by applicable law or Approved Rail network rules, completed Transactions are generally final once authorized and, where applicable, delivery or performance has been confirmed under Section 6.

Nothing in these Terms limits any rights you may have under applicable law regarding unauthorized transactions, billing errors, or consumer protections. Zippy's internal dispute process, described below, is offered as a convenience and does not replace, limit, or require you to waive any statutory right, card-network right, or banking-regulation right you may separately have to dispute a transaction with your card issuer or bank.

If you believe a Transaction was unauthorized or erroneous, or that goods or services were not delivered as described, you may report the problem through the designated support channels or the "Report a Problem" function in your account, and must provide all requested information to facilitate investigation.

Users should notify Zippy of a suspected unauthorized transaction, billing issue, service-delivery concern, or other dispute-related complaint within seven (7) calendar days after the Transaction date (or, if later, within seven (7) calendar days after becoming aware of the issue). This internal notification window is intended to enable timely investigation, evidence preservation, and support-based resolution. Failure to notify within this internal window may limit Zippy's ability to offer discretionary remedies, expedite investigation, or recover losses; it does not waive, limit, or eliminate any right that cannot be waived under applicable law or Approved Rail network rules.

Upon your report, Zippy will timestamp the case, notify the counterparty where applicable, and, where legally and contractually permitted, may apply a hold or reserve on the disputed amount pending resolution. Both parties will have an opportunity to submit evidence, and Zippy will record all communications and actions taken in connection with the dispute. Zippy will investigate, review Transaction evidence, and determine whether reversal or correction is appropriate based on available records, verification data, and applicable rules. Permitted outcomes include completion or cure by the counterparty, your acceptance of an offered resolution, a partial or full refund, a determination against your claim, or escalation to an external dispute process (such as an Approved Rail chargeback), as applicable.

To protect the Platform from abuse, users may not initiate false disputes, engage in "friendly fraud," attempt to obtain duplicate refunds, or misuse chargeback procedures after receiving services or authorization. Where Zippy reasonably determines that a dispute is fraudulent or abusive, Zippy may suspend accounts, deny future access, recover associated losses, and provide Transaction evidence to financial institutions or authorities where permitted by law. You agree to cooperate fully in any investigation relating to Transactions, disputes, or suspected fraud.

In the event of a chargeback, payment dispute, or reversal claim, Zippy will conduct an internal review of the Transaction and may initiate a representation process where appropriate under Approved Rail network rules or banking procedures. Zippy's chargeback defense protocol may include submission of:

• Verified identity records
• Payment authorization confirmations
• AVS and CVV verification results
• Fraud screening approvals
• Processor authorization codes
• Settlement confirmations
• Proof of delivery, service access, or performance
• Written confirmations or acknowledgments provided by the user

The existence of user confirmation records — including payment authorization statements, delivery or performance confirmations, or email confirmations — does not eliminate statutory rights but may be submitted as evidentiary support in accordance with Approved Rail procedures.

Users acknowledge that misuse of chargeback systems, including disputes filed after confirmed authorization and confirmed delivery or performance, may result in permanent account termination and restriction from future services. Zippy reserves the right to recover losses associated with fraudulent or abusive disputes to the extent permitted by law.

Fees, Pricing, and Economic Terms

Use of the Platform may be subject to fees, charges, commissions, currency-conversion costs, or other pricing components determined by Zippy or its third-party partners. Fees may vary depending on Transaction type, funding method, user risk profile, jurisdiction, network costs, operational expenses, or compliance requirements.

Before you confirm a Funding Transaction, Transaction, or withdrawal, Zippy will disclose applicable fees where reasonably practicable, including funding fees, transaction fees, and any applicable foreign-exchange spread or service fee. By confirming a Transaction, you authorize all disclosed fees and charges associated with it.

You acknowledge that third-party providers, including banks, payment processors, card networks, or Approved Rails, may impose additional fees beyond Zippy's control. Zippy may incorporate such costs into pricing or apply markups reasonably necessary to cover fraud prevention, compliance infrastructure, system maintenance, operational costs, and risk management.

Fees are subject to change. Zippy will provide advance notice of fee changes as required by applicable law before they apply to you, and material changes will otherwise be communicated through the Platform where reasonably practicable. Continued use of the Platform after a disclosed fee change constitutes acceptance of the updated pricing.

You are responsible for any taxes, duties, or governmental charges arising from your use of the Platform, unless otherwise specified.

11A. Referral Program and Promotional Incentives

Zippy may, from time to time, implement referral programs, promotional campaigns, cashback incentives, or discount-based rewards to encourage user growth and engagement. Participation in such programs is voluntary and subject to separate eligibility conditions disclosed within the application or website interface.

Referral incentives are discretionary marketing tools and do not create any employment, partnership, joint venture, or agency relationship between the referring user and Zippy. Rewards may be modified, suspended, revoked, or terminated at any time without prior notice.

Promotional rewards granted under a referral or marketing program may have expiration dates, usage restrictions, or redemption limitations, and are applied only against a Transaction on the Platform. Unless expressly stated otherwise, promotional rewards have no independent cash value, are not a form of stored value, and may not be transferred, sold, or redeemed for cash outside the Platform.

Zippy reserves the right to audit referral activity and to invalidate incentives obtained through abuse, manipulation, circular referrals, duplicate accounts, or other deceptive practices. Participation in a referral program does not constitute an investment opportunity, revenue-sharing program, or passive-income arrangement.

Refund Policy and Service Corrections

The Platform primarily provides digital services, Transaction-authorization infrastructure, and internal system functionality that are delivered immediately upon access or use. Except where required by applicable law, completed Transactions are generally non-refundable once the underlying goods or services have been delivered and confirmed, subject to the dispute process in Section 10.

Nothing in these Terms eliminates or restricts any rights you may have under applicable consumer-protection law or Approved Rail network rules.

Where a Transaction is determined to be unauthorized, erroneous, or improperly processed under applicable law, Zippy may correct the Transaction or provide an appropriate adjustment. Refunds or reversals may be issued where required by law, where a Transaction error is confirmed, where a service or delivery failure occurs, or where otherwise determined appropriate by Zippy in its reasonable discretion.

Requests for a refund or correction must be submitted through designated support channels within a reasonable period after the Transaction. Zippy may require verification, supporting documentation, or additional information before processing a refund or correction request, and may take into account Transaction records, authorization evidence, delivery or performance confirmation, identity-verification data, and system logs in reaching a decision.

Compliance Holds, Account Restrictions, and Freezing Rights

To maintain the security and integrity of the Platform, Zippy may impose transaction limits, restrict account functionality, delay processing, or place a temporary hold on an account or a pending Transaction where reasonably necessary.

Such actions may occur where required for identity verification, fraud investigation, dispute resolution, compliance review, risk management, regulatory obligations, Approved Rail instructions, or suspected violation of these Terms.

During a compliance review, users may be required to provide additional documentation, confirm Transaction details, or complete enhanced verification procedures. Failure to cooperate may result in continued restriction or termination of services.

Where permitted by law, Zippy may freeze pending payment proceeds, restrict withdrawals, reverse Transactions, or deny a transfer request during investigation of potential fraud, unauthorized activity, or a legal requirement.

Zippy is not liable for losses resulting from compliance-related delays or restrictions implemented in good faith.

Prohibited Activities & Platform Misuse

You may not use the Platform for unlawful purposes, fraudulent conduct, deceptive practices, unauthorized transactions, financial crime, or activity that creates legal, regulatory, or reputational risk for Zippy or its partners. Without limitation, you shall not use the Platform to:

• Engage in, or attempt to engage in, fraud, money laundering, terrorist financing, or sanctions evasion;
• Use a funding method not lawfully authorized for your use, engage in identity misrepresentation, or submit false verification materials or KYC information;
• Create or use more than one account to circumvent limits, restrictions, verification requirements, or promotions;
• Submit false or fraudulent disputes, chargebacks, or delivery/performance confirmations, or otherwise misuse the dispute process described in Section 10;
• Engage in unauthorized third-party payments, chargeback abuse, sanctions violations, or operation of a restricted business;
• Use the Platform for any transaction that does not correspond to a genuine sale of goods or services, or that is unlawful in the applicable jurisdiction;
• Attempt to interfere with Platform functionality, bypass security measures, manipulate transaction systems, reverse-engineer software, or otherwise disrupt service integrity; or
• Violate any applicable law or the rights of any third party in connection with your use of the Platform.

Zippy may investigate suspected violations and may suspend accounts, restrict Transactions, terminate access, reverse Transactions, or report activity to relevant authorities or partners where required.

Third-Party Providers & External Services

The Platform integrates services provided by third-party financial institutions, payment processors, Approved Rails, verification providers, and other service partners, as well as external financial institutions, trading platforms, exchanges, or banking partners with which the Platform may interconnect for technical connectivity purposes. These entities operate independently and may impose their own terms, conditions, and operational requirements.

Zippy does not control, and except where required by applicable law is not responsible for, the performance, availability, security, compliance status, financial solvency, regulatory standing, or business practices of any third-party provider or integrated platform. Integration with, or use of, a third-party service is not an endorsement, sponsorship, or guarantee by Zippy, and users acknowledge that Transactions may be subject to third-party processing delays, reversals, or restrictions.

Zippy is not liable for trading losses, financial losses, regulatory enforcement actions, insolvency events, security breaches, operational failures, or misconduct occurring within a third-party provider's own platform, and users acknowledge that engagement with third-party services occurs at their own risk. Zippy does not act as a broker, agent, fiduciary, or advisor in relation to a third-party provider's activities.

Use of a third-party service may require acceptance of separate agreements or disclosures. Zippy may share necessary information with service providers to facilitate Transactions, verification procedures, or compliance requirements.

15A. Third-Party Platform Integration Disclaimer

The Platform may integrate with or display content from third-party platforms, including social media services, marketing platforms, financial dashboards, or aggregator services.

Such third-party platforms operate independently and are subject to their own terms and privacy practices. You access third-party platforms at your own risk. Zippy does not endorse, control, or assume responsibility for third-party platform content or behavior.

Data Processing, Privacy, and Biometric Information

Zippy collects, processes, and stores personal information necessary to provide the Platform, verify identity, prevent fraud, comply with legal obligations, and maintain service functionality. Zippy's collection, use, and disclosure of your personal data is governed by Zippy's Privacy Policy, which is incorporated into these Terms by reference.

By using the Platform, you consent to the collection, processing, storage, and transfer of your information as described in the Privacy Policy, including identity data, Transaction and evidence records, device and authentication data, behavioral data, communications, and verification materials related to disputes.

Where identity verification includes biometric or facial-recognition processes, you consent to such processing for authentication, security, and fraud-prevention purposes. Biometric data will be retained and destroyed in accordance with applicable law and Zippy's internal data-retention policies.

Zippy implements administrative, technical, and physical safeguards designed to protect user information, but does not guarantee absolute security of data transmission or storage.

Suspension and Termination of Services

Zippy may suspend, restrict, or terminate your account, or decline a Transaction, where Zippy reasonably believes such action is necessary to address fraud, sanctions or AML concerns, false verification information, prohibited activity, abuse of the dispute process, a legal or regulatory requirement, or an Approved Rail requirement. Termination may occur without prior notice where required to prevent fraud, unauthorized activity, legal risk, or harm to the Platform or its users.

Upon termination, your right to access the Platform ceases immediately. Zippy will process any pending Transactions, disputes, and eligible withdrawal of amounts owed to you, subject to applicable law and any reserve reasonably retained for pending disputes.

You may close your account at any time through your account settings or by contacting Zippy support. You may also request deletion of your account and associated personal data through your account settings or by contacting Zippy support; Zippy will delete or de-identify your personal data within a commercially reasonable period following your request, except for information Zippy is required to retain under applicable law — including recordkeeping requirements under the Bank Secrecy Act, tax law, or in connection with an active dispute, investigation, or legal hold — which Zippy will retain only for so long as legally required and will handle consistently with its Privacy Policy.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Zippy does not guarantee uninterrupted operation, error-free functionality, Transaction success, availability of external networks or Approved Rails, or the accuracy of third-party services. Zippy is not a party to, and does not guarantee the performance of, the underlying sale of goods or services between a user and a counterparty, who remains responsible for its own goods, services, and representations as the party of record for that sale unless otherwise disclosed for a specific Transaction.

Nothing in this section limits any right that cannot be excluded under applicable law.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZIPPY'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO ZIPPY IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). ZIPPY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF DATA ARISING FROM USE OF THE PLATFORM.

No Personal Liability. To the maximum extent permitted by law, no director, officer, manager, employee, contractor, representative, or affiliate of Zippy shall have any personal liability for any claim, damage, loss, liability, or expense arising out of or relating to the Platform or these Terms. Any claim you may have in connection with the Platform must be brought solely against the applicable contracting Zippy entity, not against any individual acting on its behalf.

Nothing in this section limits any liability that cannot lawfully be limited, including liability for Zippy's gross negligence, willful misconduct, or any non-waivable consumer protection.

Indemnification

You agree to indemnify and hold harmless Zippy, its affiliates, officers, employees, and service providers from any third-party claim, loss, damage, liability, or expense arising out of your use of the Platform, your breach of these Terms, your violation of applicable law, or your fraudulent or unlawful conduct, except to the extent caused by Zippy's own gross negligence or willful misconduct.

Dispute Resolution & Arbitration

21.2 Agreement to Arbitrate. Except for claims that qualify for small-claims court or claims for injunctive relief to protect intellectual property or confidential information, you and Zippy agree that any dispute arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered under the rules of a reputable arbitration provider, seated in Miami, Florida, rather than in court, except that either party may bring an individual claim in small-claims court. YOU AND ZIPPY EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

21.3 Opt-Out. You may opt out of this arbitration agreement by sending written notice to Zippy at the contact address in Section 36 within thirty (30) days of first accepting these Terms. If you opt out, disputes will be resolved in the state or federal courts located in Miami-Dade County, Florida, and you and Zippy each waive any right to a jury trial to the extent permitted by law.

21.4 Nothing in this Section limits any non-waivable right you may have under applicable consumer-protection law to bring a claim in a particular forum.

Governing Law

21.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, unless otherwise required by applicable law.

Subject to the arbitration provisions in Section 21, disputes not subject to arbitration (including where you have validly opted out under Section 21.3) are resolved in the state or federal courts located in Miami-Dade County, Florida.

Miscellaneous

These Terms, together with the Privacy Policy and any Transaction-specific terms disclosed to you, constitute the entire agreement between you and Zippy regarding your use of the Platform. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

Zippy may update these Terms from time to time. Zippy will notify you of material changes through the Platform, by email, or by posting an updated version with a new effective date. Your continued use of the Platform after the effective date of an update constitutes your acceptance of the updated Terms; if you do not agree, you must stop using the Platform and may close your account.

Zippy's failure to enforce any provision of these Terms is not a waiver of its right to do so later.

Assignment is addressed at Section 34; treatment of electronic records and system logs as evidence is addressed at Sections 27 and 28, so as not to state the same rule twice.

Funds Flow, Custody Structure, and Safeguarding Framework

Zippy provides technology infrastructure — ZIPN and ZVCN — that facilitates the routing and execution of Transaction value through integrated third-party financial institutions, payment processors, and Approved Rails. Unless expressly stated otherwise, Zippy does not hold customer funds as deposits and does not maintain individual bank accounts on behalf of users; ZIPN is messaging and routing technology and does not itself hold funds.

In the event of insolvency, operational failure, or disruption at a third-party provider, users may not have a direct claim against that institution except as provided by applicable law. Zippy may implement safeguarding measures, risk controls, or reserve mechanisms where reasonably necessary to maintain operational stability or manage financial exposure. This description reflects Zippy's intended operating design and is not a representation of any particular regulatory classification of Zippy's services; Zippy's registration and licensing status is addressed elsewhere in these Terms.

Transaction Limits, Controls, and Operational Restrictions

Zippy may establish transaction limits, velocity controls, balance thresholds, transfer limits, or usage restrictions based on identity-verification level, transaction history, jurisdiction, risk profile, or regulatory requirements.

Limits may apply to funding amounts, transfers, merchant payments, or account activity generally. Zippy may modify such limits at any time to address fraud risk, security concerns, or operational considerations. Users may be required to complete enhanced verification procedures to increase account limits or access certain features.

Error Resolution and Operational Corrections

Zippy maintains procedures designed to detect and correct processing errors, system failures, or technical malfunctions affecting Transactions or account records.

If Zippy identifies a system error, pricing error, duplicate transaction, or technical malfunction, Zippy may correct account records, reverse Transactions, adjust balances, or recover funds where reasonably necessary. Users must promptly notify Zippy of a suspected transaction error. Zippy may investigate and request supporting documentation before determining appropriate corrective action, and reserves the right to suspend an affected Transaction during investigation of a potential system error or processing failure.

Records, Audit Trails, and Electronic Evidence

Zippy maintains a structured compliance and evidence-preservation system designed to document user authentication, Transaction authorization, delivery or performance confirmation, behavioral interaction, and risk evaluation throughout the lifecycle of each account and each Transaction, consistent with the ZVCN evidence model described in Section 2 of these Terms.

Upon account registration, the Platform collects and securely stores identity-verification materials, including government-issued identification, biometric confirmation where permitted, device identifiers, IP address logs, timestamp records, and your acceptance of these Terms. These records are linked to the user profile and retained in accordance with regulatory, audit, and fraud-prevention requirements.

For each Transaction, Zippy compiles a structured evidentiary record that may include payment authorization data, Transaction identifiers, processor authorization codes, settlement confirmations, communication logs, delivery or performance-confirmation logs, platform-interaction records, and acknowledgments submitted by the user. Such records may be compiled into a unified evidentiary packet for internal review, dispute response under Section 10, arbitration proceedings, regulatory inquiry, or financial-institution representation processes.

You acknowledge and agree that electronic records, audit logs, system timestamps, authentication records, and verification data maintained by Zippy — including digital records, electronic signatures, clickstream data, IP logs, behavioral analytics, and stored confirmations — constitute reliable and, to the extent permitted by applicable law, legally admissible evidence of Transactions, user activity, and authorization in dispute-resolution proceedings.

Zippy may disclose evidentiary materials to payment processors, acquiring banks, card networks, regulatory authorities, auditors, law enforcement agencies, or arbitration forums where reasonably necessary to defend a claim, comply with a legal obligation, or respond to a formal request. Zippy will retain such records for the period required under applicable law, regulatory guidance, or internal compliance policy.

Electronic Communications, Notices, and Signatures

You agree to receive communications from Zippy electronically, including these Terms, notices, disclosures, policy updates, Transaction confirmations, and legal communications. Electronic communications may be delivered through email, Platform notifications, device alerts, or other digital means, and have the same legal effect as written communications.

You are responsible for maintaining accurate contact information and continued access to your communication channels. You may withdraw consent to electronic communications by contacting Zippy support, which may result in limitation or termination of your ability to use the Platform.

Electronic Signatures & Digital Consent

You agree that electronic signatures, click-through agreements, Transaction authorizations and confirmations, and other digital acceptance mechanisms constitute legally binding consent, with the same legal force and effect as a handwritten signature, consistent with the U.S. Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001–7006, and applicable state Uniform Electronic Transactions Act provisions.

System logs, acceptance records, and Transaction confirmations may serve as evidence of agreement and authorization, and your use of the Platform demonstrates your intent to conduct transactions electronically.

Intellectual Property Rights

All right, title, and interest in the Platform, including its software, systems, interfaces, algorithms, analytics models, trademarks, and content, remain the exclusive property of Zippy or its licensors.

Users receive a limited, non-exclusive, revocable license to access and use the Platform solely for permitted purposes. You may not copy, modify, reverse-engineer, distribute, or create derivative works from the Platform without Zippy's prior written authorization.

Feedback and Platform Improvements

If you provide feedback, suggestions, or ideas regarding the Platform, you grant Zippy a perpetual, irrevocable, worldwide license to use such feedback without compensation. Zippy may modify or improve the Platform based on user feedback at its sole discretion.

Service Availability and Force Majeure

Zippy is not liable for a failure or delay in performance caused by events beyond its reasonable control, including network failures, cyber incidents, governmental actions, natural disasters, labor disruptions, or third-party service outages. Platform functionality may be interrupted for maintenance, upgrades, or other operational reasons.

Regulatory Cooperation and Information Disclosure

Zippy may cooperate with regulators, law enforcement, financial institutions, and compliance partners where required by law or contractual obligation. Zippy may disclose user information, Transaction records, or account data where reasonably necessary to comply with legal requirements, regulatory requests, or fraud-prevention obligations, consistent with Zippy's Privacy Policy referenced in Section 16.

Assignment and Transfer

You may not assign or transfer your rights or obligations under these Terms without Zippy's prior written consent. Zippy may assign these Terms, or its rights or obligations under them, to an affiliate or successor, including in connection with a merger, acquisition, or sale of substantially all of its assets.

Survival of Provisions

Provisions relating to liability, dispute resolution, compliance, indemnification, intellectual property, audit rights, and recordkeeping shall survive termination of these Terms.

Contact Information

Questions, notices, or legal communications relating to these Terms must be directed to Zippy as follows:

Merchant Services, Business Accounts, and Commercial Use

The Platform may permit businesses, merchants, service providers, and commercial users ("Business Users") to access functionality designed to facilitate payments, service delivery, customer interaction, and Transaction processing within ZVCN. Business Users remain solely responsible for their products, services, pricing, marketing practices, consumer disclosures, delivery obligations, customer support, and compliance with applicable consumer-protection, tax, and commercial laws.

Access to Business User functionality is conditioned on execution of, and compliance with, a separate Zippy Standard Merchant Agreement or Zippy Standard Distributor Agreement (as applicable, the "Merchant Agreement" or "Distributor Agreement") between the Business User and Zippy. These Terms of Service establish the baseline terms applicable to all use of the Platform; the applicable Merchant Agreement or Distributor Agreement governs commercial onboarding, Merchant-of-Record status, fees, settlement, and the other commercial matters it addresses, and controls over these Terms of Service to the extent of any conflict on those specific topics, as further set out in Section 49.

Zippy provides technical infrastructure and Transaction-facilitation tools but does not act as the seller of goods or services offered by Business Users and does not assume responsibility for the quality, legality, safety, delivery, or performance of any product or service provided by a Business User. Any Transaction between a user and a Business User constitutes a direct relationship between those parties, evidenced and routed through the Platform in accordance with Section 38.

Business Users must maintain accurate records of customer authorization, Transaction intent, service-delivery confirmation, and communications sufficient to demonstrate the validity of Transactions and compliance with applicable law. Zippy may request such records at any time to assess risk, investigate disputes, or comply with partner or regulatory requirements.

Business Users agree not to use the Platform to process Transactions for prohibited industries, restricted activities, or unauthorized third parties. Zippy may suspend or terminate business accounts where elevated risk, excessive disputes, regulatory concerns, or violation of these Terms or the applicable Merchant Agreement or Distributor Agreement is identified.

Business Users remain responsible for all taxes, reporting obligations, consumer refunds required by law, and regulatory compliance relating to their commercial activities.

37A. Bulk Processing and Business Distributions

Business Users may, where enabled by the Platform and by their Merchant Agreement or Distributor Agreement, use Platform functionality to initiate payments to contractors, employees, or affiliates as part of Transactions conducted through ZVCN. Such functionality is provided as a technological tool only. Eligibility, applicable limits, and operational mechanics for bulk or recurring business payment functionality are set out in the applicable Merchant Agreement or Distributor Agreement or in a separate product addendum, and not in these Terms of Service.

Zippy does not assume responsibility for wage law compliance, tax withholding, employment classification, contractor status determination, or regulatory reporting obligations of Business Users. All legal obligations related to payroll, compensation, or independent contractor arrangements remain solely with the Business User.

Bulk initiation of payments through the Platform shall not be interpreted as Zippy acting as a payroll processor, employer, or financial intermediary with respect to the underlying employment or contractor relationship. Zippy's role is limited to providing infrastructure that facilitates authorized, evidenced Transactions within the Platform framework.

Payment Authorization Records and Evidence Framework

To support Transaction integrity and reduce unauthorized activity, the Platform maintains a payment authorization framework designed to capture evidence demonstrating user intent, Transaction authorization, and service delivery.

Authorization evidence may include Transaction confirmations, account activity records, electronic acceptance logs, identity-verification data generated through the Identity Infrastructure, device and session identifiers, communication records, audit trails, service-delivery confirmations, and supporting documentation submitted by users. Where appropriate, users may be required to confirm Transaction details through electronic statements, verification messages, or written confirmations.

Users acknowledge that such authorization records constitute evidence of Transaction validity and may be relied upon by Zippy, financial partners, or dispute-resolution authorities to assess Transaction legitimacy. Where a Transaction has been authorized through verified credentials, device authentication, identity verification, or confirmed communications, such authorization may be treated as evidence that the user approved the Transaction unless prohibited by applicable law.

Users agree not to falsely claim lack of authorization for Transactions they initiated or approved. Zippy reserves the right to submit Transaction evidence to financial institutions, payment processors, or dispute-resolution bodies in connection with any dispute or investigation.

Chargeback Defense and Loss Recovery

Zippy maintains procedures intended to protect the Platform from payment reversals, unauthorized transaction claims, and fraudulent dispute activity. Where a user initiates a chargeback, payment reversal, or dispute with a financial institution, Zippy may investigate the underlying Transaction, review authorization records, and submit evidence supporting Transaction validity.

Specific chargeback-defense procedures, timelines, and loss-recovery mechanisms applicable to a Business User — including how associated losses, fees, or costs arising from a chargeback or reversal caused by user error, misuse, breach of contract, or fraudulent conduct may be recovered from the Business User — are set out in the applicable Merchant Agreement or Distributor Agreement and are not restated in these Terms of Service.

Account Levels, Verification Tiers, and Risk-Based Controls

Zippy may implement a tiered account structure based on identity-verification level, transaction history, risk profile, or regulatory requirements. Different account tiers may provide varying access to Platform features, transaction limits, or functionality.

Higher transaction limits or expanded functionality may require enhanced identity verification, additional documentation, or compliance review through the Identity Infrastructure. Zippy may modify account tiers, adjust eligibility criteria, or restrict functionality where reasonably necessary for risk management or legal compliance. For Business Users, the specific tiers, thresholds, and limits applicable to a business or commercial account are set out in the applicable Merchant Agreement or Distributor Agreement, which governs to the extent it specifies terms more particular than this general framework.

Users acknowledge that account privileges are conditional and subject to ongoing verification and monitoring.

Reserves, Risk Mitigation Measures, and Financial Exposure Controls

To manage financial risk, Transaction exposure, or potential losses, Zippy may implement risk-mitigation measures — which may include reserve mechanisms, delayed settlement, or balance restrictions — where reasonably necessary to maintain Platform stability.

Reserve requirements, if applicable to a Business User, together with the specific mechanics, amounts, and settlement timing of any such measures, are set out in the applicable Merchant Agreement or Distributor Agreement between the Business User and Zippy, and are not restated in these Terms of Service.

Users acknowledge that risk-mitigation measures of this kind may be necessary to maintain Platform stability and protect the ecosystem from financial harm.

Service Architecture, APIs, and Technical Integration

The Platform may provide application programming interfaces (APIs), developer tools, integrations, or automated functionality enabling connection with external systems or services, including systems used to route or evidence Transactions through ZIPN to an Approved Rail. Use of such functionality must comply with technical documentation, security requirements, and permitted use restrictions.

Users may not misuse integration features, overload system infrastructure, interfere with Platform performance, or attempt unauthorized access to system components. Zippy may modify technical specifications, restrict integration access, or discontinue developer functionality at any time.

Platform Modifications and Product Evolution

Zippy continuously develops and improves Platform functionality across all three layers of the Platform — the Identity Infrastructure, ZIPN, and ZVCN. Zippy may introduce new features, modify existing services, or discontinue certain functionality at any time.

Users acknowledge that Platform evolution may affect available services, user interfaces, Transaction procedures, or operational processes. Continued use of the Platform constitutes acceptance of such changes, subject to any separate notice or consent requirements under applicable law or under a Merchant Agreement or Distributor Agreement.

Risk Disclosures and Service Limitations

Use of digital Transaction systems involves inherent risks, including system interruptions, cybersecurity threats, payment network failures, processing delays, regulatory restrictions, and third-party service disruptions (including disruptions at an Approved Rail).

Users acknowledge and accept such risks and agree that Zippy does not guarantee uninterrupted operation, continuous availability, or error-free performance of the Platform.

No Financial Advice or Professional Recommendations

Information, analytics, behavioral insights, or recommendations provided through the Platform are for informational purposes only and do not constitute financial, legal, tax, or professional advice. Users remain solely responsible for decisions made based on Platform information.

Relationship of the Parties

Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between Zippy and any user, including a Business User or Distributor. Users, Business Users, and Distributors each act solely on their own behalf and, except as expressly stated in a Merchant Agreement or Distributor Agreement, have no authority to bind Zippy.

International Use and Cross-Border Transactions

The Platform may be accessible from multiple jurisdictions. Users are responsible for compliance with local laws governing financial transactions, digital services, taxation, and cross-border transfers applicable in their jurisdiction.

Zippy makes no representation that the Platform is appropriate or lawful in all jurisdictions.

Interpretation and Headings

Section headings are for convenience only and do not affect interpretation of these Terms. Any ambiguity shall not be construed against the drafting party.

Entire Agreement and Priority of Documents

These Terms, together with all policies incorporated by reference, constitute the entire agreement between the parties regarding general use of the Platform and supersede prior agreements or communications on that subject.

For a Business User or Distributor, these Terms operate together with, and not in place of, the applicable Merchant Agreement or Distributor Agreement executed between that party and Zippy. As between these Terms and an applicable Merchant Agreement or Distributor Agreement, the Merchant Agreement or Distributor Agreement controls with respect to the specific commercial matters it addresses (including onboarding, Merchant-of-Record status, fees, settlement, reserves, and chargeback liability), and these Terms control with respect to all other, platform-wide matters. In the event of conflict between other policies, specific service terms shall prevail over general provisions.

Language and Governing Version

These Terms are drafted in English. Any translated version is provided for convenience only, and the English version shall control in case of inconsistency.

Fraud Detection, Behavioral Monitoring, and Compliance Program Acknowledgment

Zippy maintains a fraud detection, behavioral monitoring, and financial-crime-prevention program, applicable across the Platform's identity, ZIPN routing, and ZVCN Transaction layers, further described in Zippy's AML/CFT Policies, Sanctions Screening Policy, PEP Screening Framework, and Acceptable Use & Prohibited Business Policy (together, the "Compliance Policies"), which are incorporated into these Terms by reference. By using the Platform, users consent to the automated and manual monitoring, risk scoring, and behavioral analysis described in the Compliance Policies.

Users acknowledge that Zippy may assign internal risk or trust classifications to an account based on observed activity, and that such classifications may affect transaction limits, verification requirements, settlement timing, or account status, including through automated decision-making where permitted by applicable law. Zippy may rely on these determinations in deciding to restrict, suspend, or terminate access to the Platform.

Identity Verification, Device Checks, and Anti-Evasion

As part of the compliance program described in Section 51 and in Zippy's identity-verification and AML/CFT Policies, the Platform may evaluate device, session, and access information to detect unauthorized use of an account. Users agree not to conceal their identity, use another person's identity credentials, attempt to bypass device or identity verification mechanisms, or otherwise interfere with these security controls. Zippy may require additional verification or impose temporary restrictions where such conduct is suspected.

Source of Funds Representations

By initiating a Transaction, a user represents that the funds involved are lawfully obtained and not connected to fraud, money laundering, sanctions violations, or other prohibited conduct. Zippy may request documentation supporting this representation as described in its AML/CFT Policies; failure to provide satisfactory documentation may result in rejection of the Transaction or restriction of the account.

Transaction Confirmation and Evidence of Authorization

Users may be required to confirm their intent to complete a Transaction and, where applicable, confirmation of service delivery, through electronic acknowledgments or similar means. Such confirmations constitute evidence that the underlying Transaction was authorized and performed, unless applicable law provides otherwise. Zippy's related evidence-handling and recordkeeping practices are described in its Data Protection Policy and AML/CFT Policies, incorporated by reference.

Evidence Preservation and Use in Disputes

Zippy retains records relating to Transactions, identity verification, and account activity as described in its Data Protection Policy and AML/CFT Policies, incorporated by reference. Users consent to the preservation of such records and acknowledge they may be used in dispute resolution, arbitration, legal proceedings, or regulatory review, and may be disclosed to financial institutions, payment processors, dispute-resolution bodies, or authorities where permitted by law.

Prohibition on Abusive Dispute Conduct ("Friendly Fraud")

Users may not falsely claim non-receipt of services, dispute an authorized Transaction they in fact authorized, or attempt to obtain a duplicate refund for a Transaction that was already completed and refunded. Zippy may evaluate dispute history and related indicators, consistent with the fraud-monitoring program described in Section 51, to identify this kind of abuse. Misuse of dispute procedures is a material breach of these Terms and may result in restriction of services, denial of future Transactions, account termination, or recovery of associated losses under Section 75.

Approved Rail and Network Rules

Transactions routed via ZIPN to a licensed Approved Rail remain subject to the rules, operating procedures, and requirements of that Approved Rail, including applicable card network rules and banking regulations. Users acknowledge that an Approved Rail's own rules may govern matters such as settlement timing, dispute handling, and reversal processes, and may take priority over the general timing expectations described elsewhere in these Terms. Zippy may take actions necessary to comply with an Approved Rail's rules, including reversing a Transaction, reporting it, or restricting the account involved.

Financial Crime Prevention Program Acknowledgment

Zippy maintains a financial crime prevention program addressing money laundering, terrorist financing, sanctions violations, and related risks, described in its AML/CFT Policies and Sanctions Screening Policy, incorporated into these Terms by reference. Users acknowledge that, consistent with those policies, Zippy may block a Transaction, freeze account activity, or terminate an account to comply with legal obligations or an Approved Rail's requirements.

Sanctions Compliance and Restricted Jurisdictions

Users may not access or use the Platform, or be a party to a Transaction, where doing so would violate applicable sanctions laws, or from a jurisdiction, or as a national or resident of a jurisdiction, subject to comprehensive sanctions restrictions. Zippy may restrict access based on location, nationality, or other regulatory factors, and reserves the right to screen users and counterparties against applicable sanctions lists and to block, delay, or reverse a Transaction where screening indicates a restriction applies. Zippy's sanctions-screening procedures, list sources, and escalation processes are further described in its Sanctions Screening Policy, incorporated into these Terms by reference; users consent to the screening described there as a condition of using the Platform.

Platform Security Obligations

Users must not interfere with Platform security, attempt to gain unauthorized access to the Platform or another user's account, or disrupt the Platform's functionality, including through reverse engineering, automated scraping, or attempts to bypass security controls. Zippy's technical security measures are addressed in its Data Protection Policy, incorporated into these Terms by reference.

Service Testing, Monitoring, and Operational Review

Zippy may conduct testing, monitoring, or review of Platform systems to evaluate performance, security, and reliability. Users acknowledge that such activities may temporarily affect system performance or availability.

Operational Resilience and Business Continuity

Zippy maintains operational resilience procedures intended to address system failures, security incidents, or service disruptions, including backup systems, recovery processes, and emergency response measures. Users acknowledge that, despite these safeguards, service interruptions may occur.

Data Retention

Zippy retains user data, Transaction records, and identity-verification materials for the periods necessary to comply with legal obligations, prevent fraud, resolve disputes, and maintain the accuracy of the Platform's records. Zippy's retention schedules, which vary by data category, purpose, and jurisdiction, are set out in its Data Protection Policy, incorporated into these Terms by reference.

Information Sharing with Financial Institutions and Service Partners

Zippy may share information about a user or a Transaction with financial institutions, Approved Rail operators, identity-verification providers, and compliance partners where necessary to provide the Platform's services or to manage risk as described in the Compliance Policies referenced in Section 51. Users consent to this information sharing.

Platform Governance and Enforcement Authority

Zippy may interpret and enforce these Terms in good faith to protect the integrity of the Platform. Operational decisions relating to risk management, fraud prevention, or compliance may be based on Zippy's internal policies and risk assessments, including those described in Section 51.

Economic Model Disclosure

The Platform operates on a service-based economic model that includes pricing structures, Transaction fees, risk-management costs, infrastructure expenses, and compliance operations necessary to maintain service availability. Users acknowledge that pricing and other economic terms reflect these operational costs and risk-management requirements, and that Zippy's pricing, economic model, and business practices may change over time; continued use of the Platform after such a change constitutes acceptance of the revised terms in accordance with these Terms' amendment provisions.

No Guarantee of Financial Benefit or Profit

Use of the Platform does not guarantee any financial benefit, Transaction success, economic advantage, or profitability. Users assume all financial risk associated with their use of the Platform.

Transaction Lifecycle and Processing Stages

A Transaction conducted through the Platform may pass through multiple operational stages, including initiation, identity and authorization checks, risk evaluation, routing via ZIPN to an Approved Rail, processing, settlement confirmation, and record finalization. These stages may involve Zippy's own systems as well as third-party providers and Approved Rail infrastructure.

A Transaction is considered initiated when a user submits an instruction to initiate, fund, or complete a Transaction through the Platform. Following initiation, Zippy may perform authorization checks, identity validation, screening, and risk analysis before routing the Transaction to an Approved Rail. A Transaction may remain pending while undergoing verification, compliance review, or processing by an Approved Rail. Settlement timing depends on factors including Approved Rail rules, financial institution processing schedules, compliance procedures, and technical system availability.

Users acknowledge that a Transaction may be delayed, suspended, rejected, or reversed at any stage prior to final settlement, and that Zippy is not liable for losses arising from such delays or processing requirements to the extent they are beyond Zippy's reasonable control.

Settlement Finality

A Transaction is not final until all participating financial institutions, Approved Rails, and settlement providers involved have confirmed its completion. Users acknowledge that a Transaction may be subject to verification periods, clearing procedures, or network confirmation requirements before the associated funds become available.

Where a Transaction is subsequently reversed, cancelled, disputed, or fails to settle, Zippy may reverse the corresponding record of that Transaction and recover the associated funds, in each case tied to the specific Transaction involved. Settlement finality remains subject to Approved Rail rules, banking regulations, and applicable law.

Account Closure, Withdrawal, and Termination Procedures

Users may request closure of their account, subject to identity verification, resolution of outstanding obligations, and completion of any pending compliance review. Before closing an account, Zippy may require verification of identity, confirmation of withdrawal instructions, or resolution of outstanding Transactions, disputes, or compliance inquiries.

Zippy may delay account closure where necessary to investigate suspicious activity, resolve a dispute, comply with a legal obligation, or prevent financial harm. Upon closure, access to the Platform ceases. Any amount owed to the user in connection with a completed or pending Transaction at the time of closure will be handled in accordance with applicable law and Zippy's policies.

Dormant Accounts

An account that remains inactive for an extended period may be classified as dormant. Zippy may restrict functionality or apply administrative measures to a dormant account in accordance with applicable law. Where an amount remains owed to a user under a specific, identifiable Transaction and is unclaimed, that amount may be subject to reporting or transfer to a governmental authority under applicable unclaimed-property law.

Recordkeeping and Reconciliation

Zippy maintains internal records of Transaction activity on the Platform. These records reflect operational accounting entries tied to specific Transactions and may be adjusted to correct errors, reflect reversals, or resolve discrepancies identified through Zippy's periodic reconciliation procedures. Absent manifest error, Zippy's Transaction records constitute the authoritative record of the Transaction activity they describe.

Internal Policy Updates

Zippy's enforcement authority under these Terms is described in Section 65. Zippy's internal operational policies governing risk management, compliance, and service-delivery standards may be updated from time to time to address regulatory, technological, or operational developments, and such updates may affect service availability, Transaction processing, or account status.

Internal Investigations and Enforcement Actions

Zippy may investigate suspected fraud, unauthorized activity, policy violations, or legal risk relating to a user's account, including by reviewing Transaction records, communications, verification data, and account activity. Users agree to cooperate with such investigations and to provide requested information; failure to cooperate may result in restriction or termination of the account.

Recovery of Losses

Where a user causes financial loss to Zippy or its partners through breach of these Terms, unauthorized activity, or misuse of the Platform, Zippy may pursue recovery of that loss to the extent permitted by law, including by reversing a Transaction, offsetting an amount otherwise owed to the user, restricting the account, or pursuing legal action.

Fees for Compliance and Risk Management Services

Zippy may charge fees associated with enhanced verification, dispute investigation, or other compliance and fraud-prevention measures, where permitted by applicable law and disclosed to the user in advance. These fees reflect the operational cost of maintaining the Platform's security and regulatory compliance.

Transaction Reporting and Statements

The Platform may provide Transaction histories, account activity reports, or electronic statements for informational purposes. Users are responsible for reviewing their account activity and promptly reporting any discrepancy.

Third-Party Content and External Links

The Platform may provide access to content or services operated by third parties. Zippy does not control, and does not guarantee the accuracy, reliability, or legality of, such third-party content. Users access third-party services at their own risk.

Intellectual Property Infringement Claims

Zippy respects intellectual property rights and will respond to claims of infringement in accordance with applicable law. Users may not use the Platform to infringe the intellectual property rights of others. Zippy may remove content, restrict an account, or take other appropriate action where infringement is credibly alleged.

Confidentiality of Platform Systems

Users agree not to disclose non-public information relating to the Platform's functionality, security measures, system architecture, or internal processes without Zippy's authorization. Unauthorized disclosure may result in termination of the user's access to the Platform.

Beta Services

Zippy may offer experimental or beta functionality from time to time. Beta services may contain errors, may be modified without notice, and may be discontinued at any time. Beta services are provided without warranty and may be subject to additional limitations disclosed at the time they are offered.

Insurance and Financial Protection Disclaimer

Unless expressly stated otherwise, funds transacted through the Platform are not insured by any governmental or private insurance program, and use of the Platform does not provide deposit protection.

Platform Capacity and Transaction Volume Limitations

Zippy may limit Transaction volume, system capacity, or service availability as needed to maintain operational stability and security. Users acknowledge that available capacity may vary over time.

Anti-Manipulation and Market Conduct Rules

Users may not engage in conduct designed to manipulate Platform systems, artificially generate activity, exploit a pricing error, or otherwise interfere with the Platform's operation. Zippy may reverse a Transaction resulting from such conduct.

Legal Compliance by Users

Users remain solely responsible for complying with the laws applicable to their own activities, including tax reporting, financial regulation, consumer protection, and business licensing requirements. Zippy does not provide legal compliance services to users unless expressly stated.

Platform Reputation and Brand Protection

Users may not use the Platform in a manner that damages the reputation, integrity, or goodwill of Zippy or its partners. Zippy may restrict an account to protect the integrity of the Platform.

Governmental and Judicial Orders

Zippy may comply with a court order, regulatory directive, or other legal process requiring disclosure of information or restriction of an account. Users acknowledge that access to the Platform may be limited in response to such requirements.

Continuity of Services and Successor Entities

Zippy may transfer its operations to a successor entity or affiliate as part of a business continuity plan or corporate restructuring. Users consent to such a transfer where permitted by applicable law.

Financial Risk Allocation

Users assume the risks associated with their own Transactions, including market conditions, counterparty conduct, and the operation of Approved Rails and other payment network infrastructure. Zippy provides infrastructure and related services and does not guarantee any financial outcome.

Scope of Platform Design Features

References elsewhere in these Terms to identity verification, transaction monitoring, and risk-control features describe operational characteristics of the Platform. They are not, and should not be read as, a guarantee of any particular security, financial, or transactional outcome, and this Section does not create any obligation beyond those expressly stated elsewhere in these Terms.

These Terms were last updated in 2026. Zippy may update these Terms from time to time. Continued use of the Platform after updates constitutes acceptance of revised Terms. © 2026 Zippy Technologies Inc. All rights reserved.