Terms of use

Last Modified: [November 2nd, 2021]

These Terms of Service (these “Terms”) describe your rights and responsibilities when accessing and using the Zilch App (as defined below), its companion website, currently available at https://www.zilch.com/ (the “Site”), and any and all related software and services (collectively, including the Cashback Service, the “Service”) offered by Zilch USA, Inc. (“Zilch,” “we,” “our,” or “us”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree,” “Let’s get started,” “Join the Waitlist” or something similar, you signify that you have read, understood, and agree to be bound by these Terms and any other terms incorporated by reference herein, whether or not you are a registered user of the Service. Zilch reserves the right to modify these Terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access or use the Service (“Users,” “you” or “your”).

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY MUTUAL INDIVIDUAL ARBITRATION PROVISION IN SECTION 17.2 (THE “ARBITRATION AGREEMENT”) AND A MUTUAL CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 17.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, SUBJECT ONLY TO THE SPECIFIED EXCEPTIONS IN SECTIONS 17.2 AND 17.3 OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 17.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

1. The Service

1.1 Eligibility

This is a contract between you and Zilch. You must read and agree to the terms and conditions of these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Zilch, only if you are a resident of the United States or its territories, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any access to or use of the Service by anyone under 18 or under the age of majority to enter into a contract in the state in which you reside, whichever is older, is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Zilch. You represent and warrant that you are eligible to use the Service.

1.2 Limited License

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only, and as permitted by the features of the Service. Zilch reserves all rights not expressly granted herein in and to the Service and the Zilch Content (as defined below). Zilch may terminate the license granted in this section at any time for any reason or no reason.

1.3 User Accounts

You must register an account on the Service (your “User Account”) to gain access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. By connecting to the Service via a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s User Account without permission. You may use your User Account only for purchases on your own behalf, and not on behalf of, or for the benefit of, any other person(s). You must provide certain personal information, such as your name, address, date of birth, Social Security Number or Tax Identification Number, and other information that will allow us to identify you as part of your registering for a User Account. We may also ask to see your driver’s license or other identifying documents. All information you provide must be accurate and complete, and you must keep this information up to date. You are solely responsible for all activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) to protect your User Account. For security or other reasons, we may require you to change your password or other information which facilitates access to your User Account. You must notify Zilch immediately of any breach of security or unauthorized use of your User Account. Zilch will not be liable for any losses caused by any unauthorized use of your User Account.

You may control your User Account and how you interact with the Service by changing the settings on your mobile device. By providing Zilch your email address, you consent to our using that email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as messages regarding changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out of receiving such email messages by clicking on the “unsubscribe” link in the email message. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

1.4 The Service

(a) General. The Service offers a technology platform that helps Users to purchase goods or services offered by merchants and to access financial products offered by Zilch’s partner bank (the “Bank”), including buy now, pay later loans offered by Bank (each, a “Loan,” and, collectively, the “Loans”), in connection with the purchase of goods or services. Loans may not be available in all states. A User must apply for the Service and Loan and be approved to make Approved Transactions. Please follow the onscreen prompts to apply. After you submit your application, you will receive an email from us acknowledging that it has been received, but please note that this does not mean that you are approved for a Loan or to use the Zilch Card. In determining whether to accept a Loan application, we, on behalf of Bank, may carry out relevant credit checks with credit reference agencies, as well as identification verification checks.

(b) Subject to the terms herein, a User may request Zilch to provide it with access to a Zilch payment card (the “Zilch Card”) in order to purchase goods or services from merchants, as approved by Zilch (“Approved Transactions”). To the extent we approve your request for access to the Zilch Card, we will make the Zilch Card available to you in a virtual form for you to make the Approved Transaction.
The Zilch Card is issued by Bank (not Zilch). You acknowledge and understand that Zilch is the cardholder of any Zilch Card. You may use the Zilch Card only for Approved Transactions, at approved retailers listed on the Site and the Zilch App.

Users who have received the Zilch Card can seamlessly purchase products and pay for such purchases over four (4) payments through the Loan or through one-time transactions using the User’s Payment Method. If and when you are approved to enter into Approved Transactions and use a Zilch Card by us, you may use Funds to initiate an Approved Transaction subject to your consent to the terms and conditions governing the applicable Loan (the “Loan Agreement”) or your authorization for us to initiate a one-time payment from your Payment Method in an amount equal to the Purchase Price. The Loan is provided by Bank and Zilch is not party to the Loan Agreement.

Subject to Zilch’s approval, Zilch will make funds available to you to enter into an Approved Transaction through the Zilch Card (the “Funds”). If and when Funds are made available to you in relation to an Approved Transaction, we will pay the full purchase price of the goods (the “Purchase Price”) to the approved merchant on your behalf. In return, you agree to repay the Loan to Bank or that we may debit your Payment Method in an amount equal to the Purchase Price. Unless a User pays for the Approved Transaction through a one-time transaction using the User’s Payment Method, the Loan amount will equal the amount of your Approved Transaction and will payable over four payments (each in equal amounts), with the first payment due at the time you enter into an Approved Transaction and agree to the Loan Agreement. You acknowledge and agree that the Loan amount shown onscreen reflects your total available credit, but the final Loan amount will be reduced to each the amount of your Approved Transaction. By agreed to these Terms and using the Zilch Card, you authorize us and Bank to cause the Loan to equal the amount of your Approved Transaction.

The Funds belong to Zilch and the Zilch Card, the Funds and each purchase made using the Funds are subject to the terms set forth in these Terms. You may not withdraw Funds as cash. All transactions are subject to our approval. We are under no obligation to make Funds available to you. We may further restrict your use of the Zilch Card, in our discretion, subject to applicable law. There may be retailer-specific restrictions we have imposed, which may result in your use of the Zilch Card being denied. We retain all rights in respect of the Zilch Card, and you have no rights in respect of the Zilch Card, other than as expressly set forth herein.

(c) Subsequent Uses. Each time you would like to make a purchase using the Zilch Card, you must apply to use the Zilch Card with us and follow the onscreen prompts and the procedures set forth in subsections (b). Any approval we may grant is subject to your consent to the Loan Agreement or your authorization for us to initiate a one-time payment from your Payment Method in an amount equal to the Purchase Price.

(d) Payment Method. In order to use the Zilch Card, you must also link your debit card (or any other acceptable payment method) to your User Account (the “Payment Method”). This Payment Method may be used to make one-time payments for Approved Transactions or recurring payments to Bank or any subsequent owner of the Loan for amounts due in connection with your Loan, as set forth in the Loan Agreement. Nothing in these Terms will apply to the extent inconsistent with the Loan Agreement.

(e) Refunds. If you decide to return goods that were purchased via an Approved Transaction to a retailer, and you request a refund, it will be your responsibility to arrange the return directly with the retailer, in accordance with the retailer’s lawful requirements, the retailer’s returns policy, and all other applicable laws. The foregoing also applies, mutatis mutandis, if you are intending to obtain a refund in respect of services provided by a retailer. The Bank will not terminate or suspend any Loan in the event of a return or refund (including a partial refund), until it has received payment of the full Purchase Price. If we receive the refund, we will promptly return it to Bank or you (in the case you pay the entire Purchase Price by permitting us to debit your Payment Method for a one-time payment); provided, however, any such return may take up to sixty (60) days. For the avoidance of doubt, until the Bank has received the appropriate and full refund, you will remain liable to Bank for the full repayment of the Loan. In the event Bank terminates the Loan due to a return or refund, it will return all funds it collected from you in connection with the Approved Transaction. If the retailer only makes a partial refund of the Purchase Price, the Bank will in turn set the amount refunded off against each of the installments paid or payable by you, starting with the last installment and ending with the first instalment; provided, however, that it receives such partial refund. If the retailer issues store credit or any other form of credit instead of a monetary refund, Bank will enforce the Loan to the maximum extent permitted by applicable law, and you will be responsible for repayment of the Loan to Bank. If you decide you wish to return your purchase and agree to a refund with the retailer after you have repaid the Purchase Price to us in full, Bank will not have any involvement in the return and refund process. Any refund agreed to with the retailer will be provided directly to you by the retailer.

(f) Retailer Liability. We are not the seller or supplier of, and do not endorse, any of the goods or services that a retailer makes available to you. Accordingly, we do not have any of the legal obligations that apply to the sellers of those goods or providers of those services, and we have no control over or responsibility for: (i) the quality, safety, or legality of the goods or services available from retailers; or (ii) whether the retailer can or will supply and pass good title to any goods or perform any services. You should exercise no lesser degree of caution in entering into transactions with retailers than you would when entering into a similar transaction elsewhere. To the extent that applicable law permits, you hereby release us and our agents and employees from all liability arising out of or in connection with any transactions with retailers, including, without limitation, all claims and demands relating to transactions (whether completed or uncompleted) with retailers, or goods or services offered for sale or supply, or actually sold or supplied, through or in connection with any transactions with retailers.

(g) Terminating Access. You may request, through the Site or the Zilch App, to deactivate your User Account. Your request may take up to thirty (30) business days to process. Your request to terminate your participation or access to the Service will not terminate any pending transactions, unless we otherwise approve such terminations. Termination does not impact your Loan(s) and does not waive your liability under the Loan Agreement. You may not terminate participation in the Service to evade an investigation. We will retain your information in accordance with our Privacy Notice and any applicable state or federal law, rule or regulation.

(h) Cashback Service. Zilch also partners with merchants to offer cashback rewards to its customers (“Cashback Service”). If you register for or otherwise use the Cashback Service, the terms set forth in Schedule 1 hereto, which are hereby incorporated by reference herein, will apply to your use of the Cashback Service. In the event of any conflict between Schedule 1 and the rest of these Terms, only so far as they relate to the Cashback Service, the terms of Schedule 1 will prevail.
(i) Servicing the Loan. You understand that we may, from time to time, send transaction and payment reminders on behalf of Bank regarding your obligations under the Loan Agreement. In the event that you fail to repay the amounts due under the Loan Agreement, your Loan may be serviced by a debt collection agency, and debt collection agencies may seek to recover amounts due by you. These collection efforts may involve the debt collection agency contacting you directly or taking legal action. You agree that any communication consents (including the E-Sign Consent you give to us pursuant to Section 18) cover such debt collection agencies, to the extent permitted by law.

1.5 Changes to the Service

We may, without prior notice, change the Service; stop providing the Service, or features or components of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service, or features or components of the Service, without notice and without liability, for any reason, including if, in our sole determination, you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms, and these Terms will apply to any Approved Transaction entered into prior to any such termination.

1.6 Disputes with Other Users

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Zilch shall have no liability for your interactions with other Users, or for any User’s action or inaction.

1.7 Service Location

The Service is controlled from facilities in the United States. Zilch makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals located in the United States.

2. Mobile Application

2.1 Generally. We may make available software to access the Service via a mobile device (the “Zilch App”). To use the Zilch App, you must have a mobile device that is compatible with the Zilch App. Zilch does not warrant that the Zilch App will be compatible with your mobile device. You may use mobile data in connection with the Zilch App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Zilch hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Zilch App for one User Account on one mobile device owned or leased solely by you, for your personal use or internal business use only. You may not: (i) modify, disassemble, decompile or reverse engineer the Zilch App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Zilch App to any third party or use the Zilch App to provide time sharing or similar services for any third party; (iii) make any copies of the Zilch App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Zilch App, features that prevent or restrict use or copying of any content accessible through the Zilch App, or features that enforce limitations on the use of the Zilch App; or (v) delete the copyright and/or other proprietary rights notices on the Zilch App. You acknowledge that Zilch may from time to time issue upgraded versions of the Zilch App, and may automatically electronically upgrade the version of the Zilch App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Zilch App is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Zilch App or any copy thereof, and Zilch or its third-party partners or suppliers retain all right, title, and interest in and to the Zilch App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Zilch reserves all rights not expressly granted under these Terms. If the Zilch App is being acquired on behalf of the United States Government, then the following provision applies. The Zilch App will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The Zilch App originates in the United States, and is subject to United States export laws and regulations. The Zilch App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Zilch App may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Zilch App and the Service.

2.2 Zilch App via the Apple App Store. The following applies to any Zilch App you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms are solely between you and Zilch, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the Apple Media Services Terms and Conditions and any other applicable Apple terms. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Zilch as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Zilch as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Zilch, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Zilch acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as they relate to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

2.3 Zilch App via the Google Play Store. The following applies to any Zilch App you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and Zilch only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Zilch, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to Zilch’s Google-Sourced Software.

3. User Content

Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content such as profile information and reviews, comments, questions, and other content or information about, among other things, the Service (any such materials a User submits, posts, displays, provides, or otherwise makes available on or through the Service are referred to herein as “User Content”).
WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS. However, you understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By submitting, posting, displaying, providing, or otherwise making available User Content on or through the Service, you agree to allow others to view, edit, share, and/or otherwise interact with your User Content in accordance with the Service’s functionality and these Terms. Zilch has the right (but not the obligation), in its sole discretion, to remove any User Content.

By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Zilch a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service (and/or any other services through which we or our sub-licensees may make the Service (or a service based on the Service) available) and Zilch’s (and its successors’ and affiliates’) business(es), including, without limitation, for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and/or under these Terms.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

you have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use;
you have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties;
your User Content and Zilch’s use thereof as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights;
Zilch may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and
to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Zilch takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Zilch shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

3.1 Restrictions. You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, needless annoyance, inconvenience, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct, current, and, with respect to a retailer, fair.

3.2 Feedback. For the purposes of these Terms, “Feedback” means composite or compiled feedback about the Service and/or retailers, generated from User Content, including but not limited to, User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. You acknowledge, agree and understand that Feedback does not constitute and will not be construed as an introduction to, or endorsement or recommendation of, any retailer by Zilch, and that Zilch provides Feedback solely for the convenience of Users. You further acknowledge, agree and understand that Zilch will make Feedback available to other Users on or through the Service. Zilch provides Feedback as a means through which Users can share their opinions of the Service and/or retailers, and Zilch does not monitor, contribute to or censor these opinions. You agree not to use the Feedback to make any employment, credit, credit valuation, underwriting, or other similar decision. Zilch does not make any representations about, or guarantee the truth or accuracy of, any User Content or Feedback.

4. Our Proprietary Rights

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Zilch Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Zilch and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Zilch Content. Use of the Zilch Content for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including, without limitation, about how to improve the Service or our products (“Ideas”). By submitting any Idea, you hereby assign to Zilch all right, title and interest in and to such Idea. To the extent that the foregoing assignment cannot, as a matter of law, be accomplished, you agree to grant, and hereby grant, to Zilch an exclusive, perpetual, irrevocable, royalty free, sub-licensable (through multiple tiers of sublicensees), transferable, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Ideas. You acknowledge that, in all cases, Zilch will be entitled to use the Ideas or any portion thereof for any purpose, without restriction or remuneration of any kind. You further acknowledge that, by acceptance of your submission, Zilch does not waive any rights to use similar or related ideas previously known to Zilch, or developed by its employees, or obtained from sources other than you.

5. No Professional Advice

Any financial information that may be provided through or in connection with the Service is provided for informational purposes only, should not be construed as professional advice, and is not a substitute for individualized professional advice. We are not a credit repair or credit services organization as defined under federal or state law, including any credit repair or credit services organization acts. We do not provide “credit services” or “credit repair” services. We do not advise or assist you with “rebuilding” or “improving” your credit. We make no representation that we will improve or attempt to improve your credit record, history or rating. The Service is not intended to provide financial, legal or tax advice, and we are not a financial planner, broker or tax advisor. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

6. Technical Restrictions

7. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated “scraping”; (ii) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Zilch servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Zilch grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email or otherwise violating any anti-spam, consumer protection or privacy law, rule or regulation by using another User’s email address; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personal information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on the use of the Service or the content therein; (xiii) accessing any audiovisual content that may be available on the Service in any manner other than that permitted by the functionality of the Service; or (xiv) contravening any applicable law or regulation (including, but not limited to, laws governing consumer protection, unfair competition, anti-discrimination, and false advertising). Please notify us if you believe any other User or other third party is engaging in any of the activities enumerated above.

8. Consent to be Contacted

8.1 General. By accepting these Terms, you expressly consent to be contacted by us for any and all purposes, at any telephone number or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages to your mobile device), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto telephone dialing system or an automatic texting system, for any and all purposes. Automated messages may be played when the telephone is answered, whether by you or someone else. We may also leave a message on your answering machine / voice mail, or send a message via text.

8.2 Your Responsibilities. You certify, warrant and represent that the telephone numbers that you have provided to us are your numbers and not someone else’s. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You will alert us whenever you stop using a particular telephone number. You certify that your provided mobile number is true and accurate and that you are authorized to enroll the designated mobile number to receive SMS messages.

8.3 Unsubscribing. To unsubscribe from text messages at any time, reply STOP to any text message you receive from us. You consent that, following such a request to unsubscribe, you may receive one final text message from us confirming your request. For help contact us at.

8.4 Telemarketing Calls. You agree that (i) we may call or email you, or send you SMS messages (including text messages), at the numbers and addresses you have provided for purposes of describing goods and services that may be of interest to you and/or offered in connection with the Service or by third parties; and (ii) these calls, email messages and texts may be made using an automatic dialing or email system technology and/or involve prerecorded and/or artificial voice messaging. Your consent will be effective even if the number you have provided is registered on any state or federal Do-Not-Call (DNC) list. This consent for telemarketing calls shall remain in effect until you revoke it. Your consent to telemarketing calls may be revoked in accordance with the procedures set forth herein. Your consent to telemarketing calls is not a condition of obtaining the Service. You acknowledge and understand that your cellular or mobile telephone provider will charge you according to the type of plan you carry.

8.5 Opt-Out. You can revoke the consent provided pursuant to Section 8.4 by contacting us via email at [email protected]
8.6 Call Recording and Monitoring. You consent to the recording and monitoring, for quality assurance, training, risk management and/or collection purposes, of any call that you place with us or that we place to you.

8.7 Responsibility for Fees. You acknowledge and understand that you are responsible for any fees or other amounts that your phone service provider may charges, such as fees for SMS and data services.

9. Privacy

We care about the privacy of our Users. You understand that by using the Service you acknowledge and understand that your personal information will be collected, used, and disclosed as set forth in our Privacy Notice. You also understand that your personal information will be collected, used, transferred to, and processed in the United States or any other country in which Zilch or its parent, subsidiaries, affiliates, or service providers maintain facilities.

10. Security

Zilch cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

11. DMCA Notice
Since we respect artist and content owner rights, it is Zilch’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Zilch’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
identification of the copyrighted work that you claim has been infringed;
identification of the material that is claimed to be infringing and where it is located on the Service;
information reasonably sufficient to permit Zilch to contact you, such as your address, telephone number, and, e-mail address;
a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice
Zilch USA, Inc.

Address: 78 SW 7th Street, Suite 7122, Miami, FL 33130
Tel.: +1 (619) 724-4830

Email: [email protected] with the subject line “Copyright Policy – DMCA Notification”

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Zilch and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Zilch’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Zilch has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Zilch may also at its sole discretion limit access to the Service and/or deactivate the User Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.

12. Third-Party Links and Information

The Service may contain links to third-party materials, or rely on or incorporate third-party services, that are not owned or controlled by Zilch. Zilch does not endorse or assume any responsibility for any such third-party sites, information, materials, transactions, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Zilch’s Privacy Notice do not apply to your use of such sites. You expressly relieve Zilch from any and all liability arising from your use of any third-party website, service, or content, including, without limitation, User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Zilch shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

13. Cooperation
If requested, you agree to diligently assist Zilch in responding to requests and inquiries with respect to your User Account, User Content, and/or material or transactions associated with you or your User Account, including, without limitation, by providing us with all information and assistance we may reasonably require, and/or responding promptly and accurately to any such requests and inquiries, should we connect between you and the inquirer.

14. Release and Indemnity
You hereby release Zilch from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Service. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”

You agree to defend, indemnify and hold harmless Zilch and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including, without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Rights; (iv) your interactions with other Users; (v) your violation of any applicable law, rule or regulation; (vi) User Content or any other content that is submitted via your User Account, including, without limitation, misleading, false, or inaccurate information; (vii) your negligence, recklessness or willful misconduct; or (viii) any other party’s access and/or use of the Service with your unique username, password, or other appropriate security code.

15. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZILCH OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ZILCH, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

FURTHER, ZILCH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ZILCH WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZILCH, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF ANTICIPATED SAVINGS OR PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL ZILCH BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZILCH ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT, FEEDBACK, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL ZILCH, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ZILCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

17. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

17.1 Governing Law. You agree that: (i) the Service shall be deemed solely based in Delaware; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of the State of Delaware. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Sussex County, Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights or proprietary rights, as set forth in the Arbitration Agreement, including any provisional relief required to prevent irreparable harm. You agree that Sussex County, Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement is found to be unenforceable. You agree that Onfido LTD is a third-party beneficiary entitled to enforce the individual arbitration agreement set forth herein at its election.

17.2 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ZILCH. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Zilch that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) the Service, including access to or use of the Service, as well as receipt of any advertising, marketing, or other communications from Zilch; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Zilch (each, a “Claim,” and, collectively, “Claims”). This Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your acceptance of these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Zilch at [email protected] with your full name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding governing law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at [email protected] and to attempt to resolve the Claim with us informally. In the unlikely event that Zilch has not been able to resolve a Claim it has with you within sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as otherwise provided herein, or as otherwise determined by the Arbitrator. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in Sussex County, Delaware, unless you and Zilch agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction, on an individual basis only, without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Zilch agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable, or relating to any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to contract formation and whether the Terms, or any provision of the Terms, are unconscionable or illusory.

Notwithstanding anything to the contrary, nothing in this Arbitration Agreement shall be deemed as preventing Zilch from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights or other proprietary rights; or as preventing you from asserting claims in a small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis. The parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

17.3 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS MUTUAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND ZILCH MUTUALLY AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND ZILCH FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ZILCH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

18. E-Sign Consent

PLEASE READ THIS SECTION CAREFULLY AND PRINT OR SAVE A COPY FOR FUTURE REFERENCE TO VERIFY THAT YOU CAN KEEP THIS TYPE OF ELECTRONIC RECORD.
This section (the “E-Sign Consent”) is a legally binding agreement between Zilch and you and is fully incorporated into these Terms. In connection with the Service, we may choose to provide certain Records (as defined below) to you in electronic form and obtain your electronic signature in connection with those Records. If you withdraw your consent to receive Records in electronic form, you may be ineligible to use or obtain the Service.

18.1 Records to Be Provided in Electronic Form. The “Records” covered by this E-Sign Consent include, but are not limited to, all documents, communications, contracts, statements, notices, authorizations, and disclosures arising from or relating to your use or attempted use of the Service, now and in the future. We reserve the right to decide which Records to provide electronically and when to request your electronic signature for those Records.

As part of your use of the Service, you are entitled by law to receive certain information “in writing.” All Records from us to you, whether in electronic or paper format, will be considered “in writing.” You acknowledge and agree that your consent to Records is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the “Act”), and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.

18.2 Scope of Your Consent. By agreeing to this this E-Sign Consent, you represent that you reviewed this E-Sign Consent and verified that you can print or save a copy of it for your records. You hereby give your express consent to receive, view, and electronically sign the Records we display on any website, through any web browser, or in any software application (including any application for mobile or handheld devices), you agree that the electronic Records we send to your designated email address may include Records displayed in the email message, attached to it, or displayed when you select links included in the message. When a Record is electronically displayed on your computer or your mobile or handheld device, you agree that your electronic signature for the Record may include clicking displayed buttons, selecting displayed boxes, typing your name in a designated field or otherwise selecting an electronic facsimile signature for the field, sending an email reply to a message transmitted to your designated email address, or taking other affirmative actions described when you view an electronic Record displayed on your computer or your mobile or handheld device. Your consent for our use of electronic Records and signatures will be effective unless you withdraw it in the manner described below.

18.3 How to Withdraw Consent. If you wish to withdraw your consent to receive Records electronically, you may do so by contacting us at [email protected] However, once you have withdrawn your consent, you may be ineligible to use or obtain certain parts of the Service.

18.4 Request for Paper Records. If, after you have consented to receive Records electronically, you would like to receive a paper copy of a Record we previously made available to you, you may request a copy by contacting us [email protected] We will send your paper copy to you by U.S. mail, at $2.00 per page. A request for a paper copy of any Record will not be considered a withdrawal of your consent to receive Records electronically.

18.5 Changing your Contact Information. It is your responsibility to provide us with a valid phone number, contact, email, and other information we may request from time to time, and to maintain and update promptly any changes to this information. You understand and agree that if we send you an electronic Record, but you do not receive it because your valid phone number or email address or other contact information is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Records, we will be deemed to have provided the Record to you. Your use of a spam filter that blocks or re-routes emails from senders not listed in your email address book may impact your ability to receive Records. Therefore, you may be required to add Zilch to your email address book to be able to receive the Records we send to you.

18.6 Hardware and Software Requirements. To access, view, and retain electronic Records that we make available to you, you must have:
a) access to the Internet;
b) an email account and related software capable of receiving email through the Internet;
c) supported web browsing software (the most recent version of Google Chrome, Mozilla Firefox, Microsoft Edge, or Apple Safari);
d) software that allows you to view and print or save PDF documents, such as Adobe Reader or similar software;
e) hardware capable of running the software described above; and
f) a printer or long-term storage device that allows you to print or save electronic Records for future reference.

If you are obtaining the Service electronically via a mobile or handheld device (such as a smart phone or tablet), in addition to the above requirements, you must have software on your device that allows you to print and save the Records presented to you. This software can typically be found in the device’s respective “app store.” If you do not have these capabilities on your device, please obtain the Service through a device that provides these capabilities.

18.7 Termination/Changes. We reserve the right, at our sole discretion, to discontinue the provision of your electronic Records, or to terminate or change the terms and conditions on which we provide electronic Records. We will provide you with notice of any such termination or change, as required by applicable law.

18.8 Consent. By agreeing to these Terms (or by otherwise taking an affirmative action indicating your agreement to this E-Sign Consent), you agree that: (i) you have received, read, and agree to all of the terms of this E-Sign Consent; and (ii) you consent to your and our use of electronic Records and signatures in connection with the Service.

19. General

19.1 California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

19.2 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Zilch without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

19.3 Notification Procedures and Changes to these Terms. Zilch may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, any other method mentioned in these Terms, or through posting of such notice on the Site, as determined by Zilch in its sole discretion. Zilch reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in these Terms. Zilch is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Zilch may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this pagZilch e and notify you that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not access or use (or continue to access or use) the Service.

19.4 Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with Zilch in connection with the Service, shall constitute the entire agreement between you and Zilch concerning the Service. If any provision of these Terms is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of these Terms, which shall remain in force.

19.5 No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Zilch’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

19.6 Contact. Please contact us at [email protected] with any questions regarding these Terms.

Schedule 1 – Cashback Service Terms

All capitalized terms used but not defined in this Schedule 1 (this “Schedule”), as well as “we,” “our,” “us,” “you” and “your,” shall have the meanings set forth in the Terms of Service (the “Terms”).

1. Cashback Service

1.1. The terms in this Schedule apply only where you (for the purposes of this Schedule, “Account Holder”) register for or otherwise use the Cashback Service.

1.2. The Cashback Service allows Account Holders to make purchases from retailers (i.e., sellers and suppliers of goods or services) that may qualify for cashback.

1.3. Account Holders who have entered into qualifying purchases from retailers, where those retailers have confirmed the purchase (each, a “Qualifying Transaction”), will be able to see a positive account balance on their User Accounts (a “Balance”). That Balance will be converted into a payment to the Account Holder (“Cashback”) if and when the Account Holder requests payment of the Balance. For the avoidance of doubt, a Balance does not itself represent a sum of money held by us on an Account Holder’s behalf.

1.4. A Qualifying Transaction is entered into by an Account Holder through the Site or Zilch App with a retailer for an offer the retailer makes through the Site or Zilch App.

1.5. Each retailer offer is additionally subject to such terms and conditions as the retailer applies to the offer.

2. Cashback Cashout Method

2.1. In using or registering for the Cashback Service, you must provide accurate and current information about yourself – including, where requested, your correct name, address, and any other requested details. If you are asked for, and provide, details of a debit card (your “Cashback Cashout Method”), you must: (a) ensure that you are, and remain, fully entitled to use that Cashback Cashout Method, (b) confirm that you wish to receive Cashback through that Cashback Cashout Method, and (c) ensure that the details of that Cashback Cashout Method are, and continue to be, accurate. You should keep this information updated through your User Account.

2.2. Note that your Cashback Cashout Method may have rules about the maximum or minimum payment that you can receive through that Cashback Cashout Method.

2.3. You must ensure that the email address we hold for you is kept up-to-date and that you have full access to it – we will be sending you important messages there. If you change email address, then you must change the address we hold for you on your User Account.

2.4. The Zilch Card will be the only card used for the tracking of your transactions.

3. Cashback

3.1. After an Account Holder successfully completes a Qualifying Transaction, we pass the related Cashback on to the Account Holder through his/her Cashback Cashout Method if and when the Account Holder requests payment of that Cashback.

3.2. Notwithstanding the foregoing, there are various circumstances in which sums will not appear in an Account Holder’s Balance, and will be forfeited to us, namely:

3.2.1. where the transaction in question is cancelled after it has been entered into, for example, where a purchased product is returned or a right to cancel the transaction is exercised;

3.2.2. where a Balance is attributed to an Account Holder or a User Account that has been:

3.2.2.1. suspended by us;

3.2.2.2. associated with any fraudulent activity or any breach of the Terms; or

3.2.2.3. used to make purchases on behalf of, or for the benefit of, any other person; or

3.2.3. where a Balance is attributable to a User Account that has not been logged into for more than six (6) months.

4. Misuse of the Cashback Service

Account Holders must not enter into, or attempt to enter into, any transaction with a retailer, and must not endeavor to gain Cashback: (a) by providing personal information of someone else, or a payment method which they are not entitled to use, (b) by deceptively or unfairly exploiting a retailer’s offering, or (c) in breach of any terms and conditions applied by us or the retailer to that transaction.

5. Additional services

We or our partners may offer new or additional services through the Cashback Service from time to time. Your use of those services may be subject to additional terms and conditions, which you must comply with. Provided that we notify you of those terms in one of the manners specified in the Terms or in another appropriate manner, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of the Terms.

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