Terms and Conditions

Last Updated: April 1st, 2025, 2024
About us. Zendi provides services that facilitate the seamless exchange of local currenciesand dispersion services and Platform, among others. Zendi operates solely within localboundaries, partnering with licensed entities. For more information about Zendi and ourservices, please visit our website.MAIN CUSTOMER AGREEMENTPLEASE REVIEW THE TERMS AND CONDITIONS OF THIS MAIN AGREEMENTCAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. ZENDI’S EXPOSURETO LIABILITY UNDER THIS MAIN AGREEMENT IS LIMITED AND YOUR ABILITY TOCOMMENCE ACTION AGAINST ZENDI IS SUBJECT TO RESTRICTIONS.BY PROCEEDING TO USE OUR SERVICES AND ACCEPTING THIS DOCUMENT, YOUACKNOWLEDGE AND PROVIDE YOUR UNEQUIVOCAL CONSENT TO BE BOUND BYOUR TERMS AND CONDITIONS IN THEIR ENTIRETY. THIS AGREEMENT SERVES ASAN EXPLICIT DECLARATION OF YOUR ACCEPTANCE OF ALL TERMS, CONDITIONS,POLICIES, AND NOTICES STATED HEREIN. YOUR ENGAGEMENT WITH OURSERVICES FOLLOWING THE ACCEPTANCE OF THIS DOCUMENT CONSTITUTES ALEGALLY BINDING CONTRACT BETWEEN YOU AND ZENDI, UNDER WHICH YOUAGREE TO ADHERE TO THE STIPULATED TERMS WITHOUT RESERVATION. FAILURETO ACCEPT THESE TERMS IN FULL WILL PRECLUDE YOU FROM UTILIZING THESERVICES OFFERED BY ZENDI.THE GENERAL TERMS AND CONDITIONS DESCRIBED HEREIN APPLY UNIVERSALLYTO ALL CLIENTS AND PARTNERS OF ZENDI GROUP. HOWEVER, SPECIFIC TERMSAND CONDITIONS MAY APPLY TO DIFFERENT COUNTRIES AS EXPLICITLY DEFINEDIN THE COMMERCIAL PROPOSALS TAILORED TO EACH JURISDICTION.Before using the services offered by Zendi, users must read and fully understand theseterms. By accepting these terms, users acknowledge awareness of the cyber, economic,market, and regulatory risks associated with the services.By submitting this information, I affirm that all details provided are accurate and up-to-dateand that I possess the requisite authority to submit this application on behalf of the namedentity and individuals.I confirm that I have reviewed and consent to the terms outlined in Zendi’s Privacy Policy.As a Client, you accept that the Services are provided "as is" (as they are), which meansthat there is no express or implied warranty whatsoever regarding the provision of theservice. Therefore, we do not extend or confer any warranty of proper functioning, suitabilityfor a specific purpose, interoperability, adequacy to your systems, non-interference,accuracy of the content of the information, or similar figures.I understand that the completion and consideration of this account application arecontingent upon the submission of all required documentation. Zendi, along with itspartner Banks and Trusts, retains the discretion to request further information ordocumentation as part of its review process.I recognize that in accordance with legal requirements, Zendi, and its partner Banks andTrusts are obligated to perform comprehensive security and customer due diligence checkson all associated parties as part of this application. This is to ensure compliance with allapplicable laws and regulations concerning Anti-Money Laundering (AML), Know YourCustomer (KYC), Know Your Business (KYB), counter-terrorism financing, sanctionsscreening, and other legal mandates.I hereby grant permission to Zendi and its partner Banks and Trusts to conduct orcommission, directly or indirectly, any inquiries deemed necessary to verify the informationprovided herein. This may include consulting commercial databases or credit reports. I alsoconsent to the necessary actions taken by Zendi and its partners to fulfill their legalobligations. I acknowledge and agree that Zendi or its partner Banks and Trusts may berequired to disclose information from this application to third parties, as needed, to complywith legal obligations.For further information on our licenses, partners, and the scope of our collaboration, pleasevisit our website. Be advised that Zendi reserves the right to modify or update the detailsregarding our licenses and partnerships at any moment without prior notice. We encourageyou to regularly check our website for the most current information.In the context of these terms and conditions,'you' refers to the reader, client, or person whois accepting and signing this document.'You' must be authorized to enter into legally bindingagreements on behalf of yourself or the entity you represent. By proceeding,'you' agree tocomply with and be bound by the stipulated terms and conditions outlined in this agreement.By clicking on “I Agree” to accept the Main Agreement, you are agreeing that you have read,understood, and accept all of the terms and conditions set out in this Main Agreement andyou acknowledge and agree that these terms and conditions will apply to your use of theServices.You agree to the terms herein and acknowledge that these terms may be updated over time.Any changes will be communicated via the platform and email, requiring users to accept thenew terms. You must periodically review the terms, especially before using the platformservices.NOW THEREFORE, in consideration of the foregoing and the mutual covenants containedherein, the Parties hereby agree as follows:Article I - InterpretationSection I.01 Defined Terms. All capitalized and undefined terms herein shall have themeaning ascribed thereto in Section I.04 Definitions.Section I.02 Parties. Any reference to a “Party” herein means you or Zendi, as the casemay be, and a reference to the “Parties” means both you and Zendi.Section I.03 Gender. In this Main Agreement, the masculine gender includes the feminineand neuter genders, the singular number includes the plural number, and vice versa, and theuse of “including” and “include” means including without limitation.Section I.04 Definitions.A. AML/FT Laws: means in relation to each Client all laws, rules, or regulations of thejurisdiction on which the service is provided and the Client's jurisdiction related tomoney laundering, the financing of terrorism, or the proliferation of weapons of massdestruction.B. Anti-Corruption Laws: means all legal norms regarding bribery or corruption thatare applicable to the Client or its personnel, shareholders, partners, andadministrators, if applicable.C. Channel: Refers to legal entities or individuals with several associated Users forwhich is implemented.D. Commercial Partner(s): are those with whom we have a current agreement thatindividualizes or, as applicable, modifies the conditions established in this documentand who, as part of the said agreement and their own service proposal, use orintegrate the platform wholly or partially into their own interface, application, platform,or website, by any technology, including, but not limited to, application programminginterfaces (APIs).E. Cookie: a small amount of data generated by a website and saved by your webbrowser. It is used to identify your browser, provide analytics, and rememberinformation about you such as your language preference or login information.F. Company: When this policy mentions “Company,” “we,” “us,” or “our,” it refers toZendi LLC, a company registered in Delaware that is responsible for your informationunder this Privacy Policy.G. H. I. Country: where Zendi is based in the USA.Currency: Unit of value that allows the acquisition of FIAT goods and services.Customer: refers to the company, organization, or person that signs up to use theZendi Service to manage the relationships with your consumers or service users.J. Device: any internet-connected device such as a phone, tablet, computer, or anyother device that can be used to visit Zendi and use the services.K. Effective Date shall mean the date on which this Agreement is entered into as ofwith effect by both Parties, as defined in the Agreement.L. Exchange Rate: Ratio that exists between the difference in value derived fromoperations within FIAT currency in which the commercial relationship between Usersand Users is transacted.M. FIAT means any currency declared as legal tender by the competent authority in itslocal Territory.N. FX or FX Rate shall mean the price of one FIAT currency in terms of another FIATcurrency.O. Intellectual Property Rights or Brand means a Party’s patents, trademarks, tradesecrets, copyrights, moral rights, and any other form of intellectual property rights, inany jurisdiction, including applications and registrationsP. IP address: Every device connected to the Internet is assigned a number known asan Internet Protocol (IP) address. These numbers are usually assigned in geographicblocks. An IP address can often be used to identify the location from which a deviceis connecting to the Internet.Q. Know Your Client (KYC): is a verification process employed by Zendi to confirm theidentity of clients or users, including Ultimate Beneficial Owners (UBOs), and controlpersons. This procedure is essential in both individual andbusiness-to-business-to-consumer (B2B2C) contexts. The primary goal of KYC is toprevent money laundering and other financial crimes by ensuring that all parties,especially the UBOs, and control persons, who hold ultimate control over thebusinesses, adhere to regulatory compliance standards. Through KYC, both Zendiand its clients can verify each other's identities, enhancing the security and integrityof their transactions.R. Know Your Business (KYB): is a verification process similar to Know Your Client(KYC), utilized by Zendi to verify the identity and background of a company. Thisprocess is essential for complying with anti-money laundering and anti-fraudregulations. KYB involves collecting and reviewing detailed information about acompany’s ownership—including Ultimate Beneficial Owners (UBOs) and controlpersons —management, business activities, and other pertinent data to assess itsrisk profile. Through KYB, Zendi ensures that it fully understands the operational andownership structure of the companies it engages with, thus enhancing transactionsecurity and regulatory compliance.S. Know your transaction (KYT): The KYT process is a practice implemented by usthat allows us to understand and monitor the transactions that are carried out throughour services. This procedure is essential in preventing illicit activities, detectingsuspicious operations, and complying with our obligations in preventing andcontrolling money laundering, the financing of terrorism, and the proliferation ofweapons of mass destruction.T. Mandate: Contractual figure that will allow Zendi in a unique, exclusive, and specificmanner to make use of the amount established by the Paying User for the acquisitionof goods or services.U. Retailers or Users: Refers to legal entities or individuals, virtual stores, or physicalretail establishments.V. Settlement: Involves obtaining FIAT currency from any type of valid transaction.W. Service Fees: refer to the costs associated with the monthly or per-transactionsubscriptions required for the provision of Services, which are always calculated andinvoiced in U.S. dollars. The amount of these fees will vary based on the country inwhich the services are provided, the specific types of services selected, and theterms outlined in the commercial proposal. This structured pricing ensures that thefees align with the tailored services and market conditions relevant to each client.X. Payer: A natural person who uses the service and products provided by Zendi as apayer of a good or service offered by the User.Y. Platform or Website: Refers to the web page arranged by digital means and whereyou can access the various services and products provided by Zendi.Z. User or Client: Natural or legal person who interacts with the platform.AA. Zendi is the trademark representing a consortium of companies that facilitate theseamless exchange and dispersion services. The companies operating under theZendi trademark include Sendi US Corporation, Zendi LLC, KBT SA de CV, and EVIAS.A.S., among others. Each member company plays a crucial role in delivering ourservices to clients and users.Article II. ZENDI SERVICE DISCLAIMERSSection II.01 Important Information: In alignment with efforts to combat terrorism financingand money laundering, federal regulations mandate that all financial institutions acquire,validate, and document information identifying each individual who establishes an account.Section II.02 For you, this entails: Upon initiating the process to open an account with us,we will request specific details such as names, addresses, dates of birth, or other relevantinformation to verify the identity of individuals or the legitimacy of entities. Additionally, wemay require you to provide copies of identification documents, such as driver’s licenses,business registration documents, or other forms of identification as part of this verificationprocess.Section II.03 Who are we? We are Zendi, a limited liability company incorporated under thelaws of Delaware, registered at 7901 4th St N Suite 300 #19807, St. Petersburg, FL 33702,USA, with registration number 7215192. As a conglomerate, we operate under the Zenditrademark, coordinating the collective efforts of the affiliated entities to providecomprehensive services in fiat exchange and dispersion services through Zendi’s licensedpartners.Zendi is a leading fintech company offering comprehensive fiat exchange and dispersionservices. Our integrated platform caters to businesses seeking seamless transactions withSendi, a subsidiary of Zendi. Zendi is not registered with the Securities & ExchangeCommission ("SEC").Transactions involving securities entail risks: they are Not FDIC Insured - Not BankGuaranteed - May Lose Value. Zendi and its affiliates do not function as banks.Transactioning carries risks, and there's a potential for losses when dealing with securities.Past performance doesn't guarantee future results, and the probability of investmentoutcomes is hypothetical. Prior to transacting, carefully consider your investment goals, aswell as the associated fees and expenses. Our website serves to provide a general overviewof Zendi and its affiliate products and services, and it's not intended as investment,accounting, tax, or legal advice.Zendi does not assert that materials on this site are suitable for use in all locations, nor thattransactions, securities products, instruments, or services discussed on this website areavailable or appropriate for sale or use in all jurisdictions, or are suitable for all investors orcounterparties. Visitors to this website do so voluntarily and are responsible for adhering torelevant local laws and regulations.Any user interface (UI) screenshots provided are for illustrative purposes only, and anyperformance figures displayed should not be regarded as representative of actualperformance.Section II.04 Purpose. This document establishes a Specific Mandate granted by theClient to Zendi to receive funds from the Client and execute one or more transactions for thespecific purpose of dispersing these funds. This includes conducting all necessary actionsfor said dispersal.Section II.05 Restrictions. The Customer may not, and may not enable, directly orindirectly, a third party to:A. work around any of the technical limitations of the Services or enable functionalitythat is disabled or prohibited, or access or attempt to access non-public Zendisystems, programs, data, or services;B. act as a service bureau or pass-through agent for the Services with no added valueto Customers;C. reverse engineer or attempt to reverse engineer the Services or the Platform;D. use the Services to engage in any activity that is illegal, fraudulent, deceptive orharmful;E. perform or attempt to perform any action that interferes with the normal operation ofthe Services or the Platform or affects other Zendi users’ use of the Services or thePlatform; orF. copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, anypart of the Services or the Platform except as expressly permitted by Zendi.Section II.06 ADDITIONAL TERMS. ZENDI WORKS WITH DESIGNATED FINANCIALINSTITUTIONS IN ORDER TO PROVIDE SERVICES TO THE CUSTOMER. IN ORDER TOACCESS ANY SERVICES PROVIDED UNDER THIS MAIN AGREEMENT, THECUSTOMER MUST AGREE TO THE TERMS AND CONDITIONS APPLICABLE TO THEPARTICULAR DESIGNATED FINANCIAL INSTITUTION OR THIRD-PARTY PARTNER.BY EXECUTING THIS MAIN AGREEMENT, THE CUSTOMER EXPRESSLY AGREES TOTHE TERMS AND CONDITIONS APPLICABLE TO THE DESIGNATED FINANCIALINSTITUTION SET OUT IN THIS AGREEMENT AND SCHEDULES.Section II.07 ACKNOWLEDGEMENT AND AGREEMENT. IN ENTERING INTO THIS MAINAGREEMENT, THE CUSTOMER ACKNOWLEDGES THE FOREGOING ANDREPRESENTS AND WARRANTS THAT IT COMPLIES AND WILL COMPLY AT ALLTIMES RELEVANT HERETO, WITH THE ELIGIBILITY CRITERIA AND THERESTRICTIONS, AND THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREESTHAT BY EXECUTING THIS MAIN AGREEMENT, IT IS AGREEING TO ALL THE TERMSAND CONDITIONS IN THE DESIGNATED FINANCIAL INSTITUTION AGREEMENTSCONTAINED IN THIS AGREEMENT AND SCHEDULES.Section II.08 Updates to Terms via Platform. Zendi may, from time to time, update some orall of the terms contained in this Main Agreement and its Schedules, and such updates maybe announced and implemented through the Platform. The Customer will be required toaccept these terms and conditions prior to using the Platform or any related Services. In theevent that the terms and conditions relating to a specific Service are updated through thePlatform, those terms and conditions shall prevail over the terms and conditions described inthis Main Agreement and its Schedules.Section II.09 Subcontracting. Zendi may subcontract some or all of its obligations under thisMain Agreement to third parties, including any Third-Party Service Provider.Section II.10 Services Dependent on Jurisdiction. Certain features or updates may bereleased in different jurisdictions at different times. The timing for these differing releasedates may be due to regulation, business limitations, or no reason whatsoever. Zendi will notbe liable for any damages or losses suffered by a Customer for not releasing a feature orupdate to the particular Customer for any reason.
Article III. MANDATES.Section III.01. Under this Contract, the Client authorizes Zendi to:A. Receive agreed-upon funds.B. Directly disperse collections to the bank account designated by the Client.Article IV. PROCESS OF TRANSACTION INITIATION AND EXECUTION.Section IV.01 To initiate transactions, the Client must first be approved by Zendi'scompliance team and have accepted the present Terms and Conditions (T&C). The Clientmust issue Instructions through Zendi’s platform, which will include all required informationsuch as the registration of the End User's details (name, ID, and bank account/walletinstructions). By clicking “I Agree,” you confirm that you have read, understood, andaccepted all special conditions and the Partner Terms and Conditions.Section IV.02 Once approved, the Client may request quotes for transactions. Zendi willprovide a rate, which the Client can either accept or reject. If accepted, the transactionterms, including the quoted amount, are final and cannot be canceled or altered. The Clientis responsible for confirming the End User who will receive the funds, ensuring that thedirection shared corresponds accurately with the information on file.Section IV.03 Upon confirmation, Zendi will execute the fund dispersal. If any informationprovided by the Client is incorrect and results in a rejected payment, Zendi is not responsiblefor the error. However, Zendi will reconfirm the corrected information and reinitiate thetransfer, if possible.Section IV.04 Zendi is not liable for penalties, costs, or damages resulting from incompleteor delayed dispersals due to inaccuracies in the Instructions provided by the Client, whethercommunicated through WhatsApp, Slack, email, or any other channels approved by Zendi.In the event of inaccuracies, Zendi will promptly notify the Client for correction.Section IV.05 Each Client may maintain only one account with Zendior one account perfinancial institution linked to their identification document. If we detect the existence of morethan one account in the name of the same Client, we reserve the right to suspend or cancelone or all of the accounts linked to the services covered by these Terms and Conditions, withZendi notice to the corresponding Client. As a prerequisite to the use of the platform, Clientsmust have accepted our personal data processing policy and, specifically, must haveauthorized the processing of their data in accordance with the provisions of said policy.Article V - PAYMENT INSTRUCTIONS (MANDATE).Section V.01 The User and Zendi (together, the "Parties") may from time to time enter intospecific destination mandates for Payment Instructions (each a "Payment InstructionRequest") through which Zendi provides payment dispersion services.Section V.02 Upon completing a Payment Instruction Request, the User grants Zendi anirrevocable specific destination mandate that includes the following specific tasks: (i) to payon behalf and order a certain sum of money in relation to which the Payment InstructionRequest is completed; (ii) to collect the Funds on their behalf and order, subject to the Termsand Conditions of the Payment Instruction Service; and (iii) other gateway servicefunctionalities that do not contravene the aggregator service.Section V.03 It is possible to enter into a specific destination mandate granted by the User,which implies an authorization to dispose on their behalf of certain funds and transfer theFunds to a certain recipient by crediting a designated Account according to their instructions.Section V.04 Zendi will not use the User's Funds for purposes other than those instructed bythe User.Section V.05 The User enters into the Payment Instruction Request by completing an onlinePayment Instruction Request form detailing the instructions regarding the Funds.Section V.06 Zendi reserves the right to not process those Payment Instruction Requeststhat are incomplete or in which there are discrepancies between the data provided by theUsers and the data actually entered into Zendi or because Zendi deems it necessary,without needing to justify its decision.Section V.07 The User is solely responsible for the payment instructions and theirconsequences.Section V.08 Zendi will not verify the cause or obligation that originated the paymentinstruction, nor any other circumstances related to the payment instruction. Paymentinstructions entered in a Payment Instruction Request can only be executed through theplatform, and no instruction sent by other means unrelated to the platform will be processedor considered valid. Additionally, Zendi adheres to all applicable Anti-Money Laundering(AML) and Know Your Client/Business (KYC/KYB) procedures. As part of these procedures,additional documents or explanations may be requested from the user. The user is solelyresponsible for providing these documents and must inform Zendi beforehand about thepurpose of the transaction.Section V.09 The Payment Instruction Request will not be considered complete, and Zendiwill not assume any responsibility or obligation under the Payment Instruction Request until(i) Zendi has accepted the User's Payment Instruction Request (it is clarified that Zendi mayrefuse to comply with the Payment Instruction Request without giving any reason or causeand therefore will not be liable in any way), and (ii) the total amount of Funds have beenreceived and are available.Article VI. COMPLIANCESection VI.01 As a Client, you acknowledge that all the information you provide Zendi maybe or will be verified as part of the KYC or KYB, as applicable, regulated by Zendi internalprocedures defined to prevent and identify operations with resources of illicit origin orpotentially linked to financing terrorism, organized crime, drug trafficking, proliferation ofweapons of mass destruction, and, in general, illicit acts (our “AML/FT Policy”).Section VI.02 Based on the foregoing, as a Client, you authorize and consent to anyidentification, verification, validation, or authentication actions that may be necessary as partof Zendi´s AML/FT Policy or, in general, our obligations under applicable legislation. Theseinquiries, verifications, validations, or authentications may be carried out by us directly orthrough any provider that we have contracted for this purpose, to whom you authorize us totransfer or transmit your information in order to comply with our KYB and/or KYC proceduresand any related regulations that may be applicable.Section VI.03 Zendi expressly reserve the right to modify, update, or replace Zendi´sAML/FT Policy at any time and without notice, in order to improve Zendi´s KYB and/or KYC,or Zendi´s compliance level with applicable regulations.Section VI.04 As a Client, you acknowledge and accept the possibility that we may shareyour data or information (personal or transactional) with the corresponding authorities,including the Financial Information and Analysis Unit, in compliance with the provisions ofapplicable regulations or the procedures set forth in our risk management system AML/FT.Section VI.05 Account Levels: depending on their personal or transactional profile, Clientsmay be subject to the types and levels of account that we assign to them, according tointernal procedures, including our AML/FT Policy, with applicable legislation, and with anyother criteria that we consider appropriate. The types and levels of account will settransactional, quantitative, and operational limits on your activity, and we may adjust themautomatically or discretionally, to the extent that you provide more information ordocumentation to support or justify your personal or transactional profile. We reserve theright to discretionally establish limits, restrictions, suspensions, or cancellations ofindividualized accounts to Clients based on their personal transactional profile.Section VI.06 Causes for rejection, suspension, and/or disabling of accounts. We reservethe right to deny, cancel, suspend, or disable any account when any of the following eventsoccur:A. Clients who do not have the legal capacity or sufficient age to use the platform,access the Services, or, in general, validly perform legal acts on their own behalf.B. Clients who are part of any type of list or registry of individuals linked to terroristorganizations, criminal organizations, or those registries created by any authority foractivities aimed at the prevention and control of money laundering, financing ofterrorism, and proliferation of weapons of mass destruction, lists of commercial oreconomic sanctions, or similar lists, including those lists issued by the authorities ofColombia or any other jurisdiction in which KiilB operates at any time, the UnitedNations Security Council, the Financial Action Task Force (FATF), the Office ofForeign Assets Control (OFAC), the U.S. Treasury Department, or any other similarbody or authority.C. Clients against whom any type of alert or flagging is generated in the automatedmonitoring systems that we maintain or that we subcontract with third parties, forbeing potentially related to illicit operations, the dark web, financing of terrorism, andany similar cause or reason.D. When you provide (or we detect that you provided) false, incorrect, wrong,inaccurate, erroneous, confusing, or unverifiable information.E. When a Client fails to comply with any of their obligations with respect to theplatform, these terms and conditions, or any other agreement entered into with us.F. When an illegal operation or an operation that threatens the security of goods orpeople is carried out through an account.G. Abandonment of account: it will be considered that you have abandoned youraccount when it has not had activity for Zendi for six months, in which case, we maydisable, suspend, or cancel it, without Zendi notice and liability for us.H. When a Client hires Zendi ’s services to circumvent local laws and regulations of anykind.I. Any other reason at our sole discretion, without the obligation to share the specificcause with the Client.Article VII. DELIVERY, APPLICATION, AND WITHDRAWAL OF FUNDSSection VII.01 Once Zendi accepts a Payment Instruction Request from the User, the Usermust send to Zendi the amount of money necessary to comply with the payment instruction.The User will deliver the Funds to Zendi using (i) any of the means available for suchpurpose and authorized by Zendi; or (ii) the funds available in their Zendi Account providedthere is a sufficient amount to comply with the instructions given in the Payment InstructionRequest, otherwise such Request will not be processed.Section VII.02 The crediting of the Funds in the Zendi Account of the User will be carried outwithin three (3) business days from the moment Zendi receives the authorization of thepayment method used in the transaction.Section VII.03 Zendi will make reasonable efforts to ensure the fulfillment of theaforementioned term. However, the User understands that due to certain external factors toZendi, delays may occur, for which the User exempts Zendi from any responsibility for theinconveniences or damages derived.Section VII.04 For security reasons, the Funds credited to the User's Account may remainindefinitely unavailable when, at Zendi’s discretion, there are strong suspicions of illegalities,fraud, or any other act contrary to the present Terms and Conditions.Section VII.05 All information about the funds available and credited to the Zendi Accountmust always be verified by the User through the Zendi platform, accessing with their e-mailaddress and personal security password.Section VII.06 Zendi and its related companies will not be responsible for the User'sbehaviors that originate or are linked with the information contained in fake emails or appearto be sent by Zendi that are, sent by third parties without relation to Zendi or its relatedcompanies; nor will they respond for the harmful consequences of such behaviors, nor forthe circulation of the mentioned fake emails.Article VIII. INSTRUCTIONS FOR HANDLING FUNDSSection VIII.01 Zendi will follow the instructions entered by the User.Section VIII.02 It is clarified that the User, by registering on Zendi and maintaining an activeAccount, agrees, accepts, and authorizes to receive Funds that other Users may send totheir Account and to be debited any charge that may be applicable.Section VIII.03 Once the Funds credited to the User's Account are available, the User maychoose to (i) withdraw all or part of the available balance in their Account; or (ii) give newinstructions to Zendi to use the Funds to make other payments. The User acknowledges andaccepts that the withdrawal of the Funds will be subject to the prior payment of any debt thatthe User may have with Zendi, whatever its cause.Section VIII.04 Any expense originated by the transfer will be borne by the User.Section VIII.05 For security reasons, Zendi may block the withdrawal of Funds requested bythose users who last time have received a high percentage of Claims and Disputes and/orhave been detected to have used Zendi’s services for fraudulent, illegal activities and/oragainst the present Terms and Conditions.Article IX. CLIENT OBLIGATIONSSection IX.01 The Client is responsible for and declares that:A. Transferring necessary funds for dispersal execution.B. Managing and securely submitting Instructions, bearing responsibility for theaccuracy of the information.C. Ensuring all transferred funds are from lawful sources, and not associated withmoney laundering or terrorism financing.D. Authorising Zendi to manage and disperse funds strictly as per this contract’s terms,including payment of a commission for services rendered.E. Clients undertake to keep their account up-to-date, with true, complete, up-to-date,understandable, and verifiable information, with the understanding that such Clientswill be responsible for any damage, injury, or inconvenience caused by the provisionof false, misleading, erroneous, incomplete, or inaccurate information, withoutprejudice to our authority to cancel, suspend, limit, or disable the account if theinformation you provide us has these characteristics.F. It is the Client's responsibility to transfer the necessary resources so that the agentcan fulfil the designated assignment.G. To carry out the proper handling of the Instructions under its responsibility and in asecure manner. In accordance with the above, the client shall be responsible for theInformation contained in the corresponding Instructions and Zendi shall not be liablefor any delay, penalty, overcharge, or damage caused by the execution of anyDispersion with erroneous or inaccurate Information.H. To issue Instructions with the Minimum Information under its responsibility and in asecure manner. In accordance with the foregoing, the client shall be responsible forthe Minimum Information contained in the corresponding Dispersion Instruction andthe Principal shall not be liable for any delay, penalty, overcharge, or damage causedby the execution of any Dispersion with erroneous or inaccurate MinimumInformation.I. Undertakes to carry out all activities aimed at ensuring that all resources transferredto Zendi are dispersed, as well as the recipients of the funds or clients, personnel incharge, employees, partners, shareholders, administrators, suppliers, etc., and theirresources, are not related to or originate from illicit activities and that the transactionis not used to circumvent or violate any local legislation or regulation; particularly,money laundering, financing of terrorism and financing of the proliferation of weaponsof mass destruction.J. The client is responsible for and commits to complying with current regulationsregarding the prevention of money laundering and the financing of terrorism. Thisincludes implementing mechanisms to detect suspicious transactions. The clientmust avoid any actions that could be considered or could lead to money launderingor the financing of terrorist activities. Furthermore, the client must ensure at all timesthat their activities and resources are not connected to, nor originate from, any illegalactivities.K. Authorize the management of the funds to Zendi. In any case, Zendi is onlyauthorized to make the dispersion of the Resources Subject to Dispersion and tomake the corresponding collection as consideration.L. Acknowledge to Zendi the Service Fees, under the terms set forth in Zendi’s platform,or the one designated by the latter for such purpose.M. To comply with all those obligations inherent to the nature of the Contract andnecessary for the correct and timely execution of its object.Section IX.02 Zendi shall not be obliged to carry out any dispersal ordered by the client inthose cases where there is clarity or suspicion that the funds come from illicit sources orhave been the result of money laundering or terrorist financing activities.Section IX.03 If during the term of the agreement, any of the parties or clients should havereasonable doubts about their operations, as well as the origin of their assets and/or that anyof them should become involved in an investigation of any kind (criminal, administrative, etc.)related to illicit activities, money laundering or financing of terrorism, or be included inbinding international lists, in accordance with international law (UN lists), in OFAC or Clintonlists, etc., the Party free of claim shall have the right to claim, in accordance withinternational law, that any of them should be included in the lists of the United Nations, andthe right to unilaterally terminate the agreement without being obliged to compensate anytype of damage to the party that generated it.Article X. CLIENTS DECLARATIONS AND OBLIGATIONS IN AML/FT MATTERSSection X.01 AML/FT and anti-corruption declarations. You declare and guarantee thatneither you, your representatives, administrators, directors, partners, or shareholders, incase you are a legal entity:A. Are under investigation pursuant to complaints of bribery, transnational bribery,and/or private corruption, in accordance with Anti-Corruption Laws.B. Are subject to judicial or administrative investigations for corruption or bribery, orhave been convicted for such conduct, in accordance with Anti-Corruption Laws.C. Have offered, promised, paid, or authorized the payment of money, given, or agreedto give gifts or anything of value in violation of Anti-Corruption Laws.D. Have not received, transferred, maintained, used, or hidden resources derived orarising from any illicit activity, nor have maintained professional relationships withindividuals or legal entities involved in activities considered as money laundering orthe financing of terrorism and the proliferation of weapons of mass destruction, inaccordance with AML/FT Laws.Section X.02 AML/FT and anti-corruption obligations. By subscribing to this Agreement, youundertake to:A. Comply with all your obligations under Anti-Corruption Laws and AML/FT Laws.B. Not receive nor offer, directly or indirectly, from and to our employees, administrators,or subordinates: (1) sums of money, (2) any object of pecuniary value, or (3) anotherbenefit or utility, in exchange for performing, omitting, or delaying any act related tothe exercise of their functions.C. That your shareholders, administrators, and directors, in case you are a legal entity,comply with Anti-Corruption Laws and AML/FT Laws.Section X.03 Origin of FundsA. You declare that your income comes from lawful activities and that you are notincluded in lists for the control of money laundering, financing of terrorism, and theproliferation of weapons of mass destruction, managed by any national or foreignauthority.B. All payments you make when using the platform will be made with money of lawfulorigin, according to the reasonably required knowledge to determine the origin ofsuch resources.Article XI. USE OF THE PLATFORMSection XI.01 Prohibited uses. The use of the platform in any way that results in theviolation of any applicable national, foreign, or international law or regulation, or in a mannerthat violates or affects the personal or property rights of third parties, is prohibited.Specifically, Clients and Commercial Partners are prohibited from engaging in the followingactivities:A. Erasing or editing any material included in the platform without dueauthorization.B. Attempting to test or affect the vulnerability of the platform without dueauthorization, or violating the security, identification, or authenticationmeasures we have implemented.C. Using any type of resource, bot, or software to interfere with the properfunctioning of the platform or with any activity carried out on it.D. Using reverse engineering techniques or similar tools to access ourproprietary or confidential information.E. Interfering with or affecting the Services provided to another Client,Commercial Partner, server, or network through viruses, malware, spyware,or any other similar tool.F. Sending unsolicited information (spam), including promotions oradvertisements for products, events, or services; or using any program orapplication with the intention of damaging, interfering, intercepting, orappropriating any system, data, or information.G. Designating as their own accounts, addresses (i) that are not under theirexclusive control, (ii) for which they are not the designated holder, or (iii) forwhich they are not the final beneficiary.H. Using on the platform resources of illicit origin or directly or indirectly relatedto drug trafficking, organized crime, terrorism, proliferation of weapons ofmass destruction, or any other similar concept.I. In general, including or placing on the platform false, inaccurate, incomplete,or misleading information.J. Not allowing or consenting to the use of the Website, the platform, or anyother licensed intangible asset by an unauthorized third party.K. Not accessing or using the Website, the platform, or any other licensedintangible asset in violation of applicable laws, these terms and conditions, orany other agreement entered into between the Client and Zendi.L. Not transferring, selling, sublicensing, encumbering, alienating, or in any waycreating rights over the use license, nor modifying, altering, rewriting, ordecompiling the Website, the platform, licensed intangible assets, or theprograms associated with them.Section XI.02 The Website and the platform may contain links or connections to websites ofthird-party entities or individuals. These links or connections are provided solely for yourconvenience, but we do not endorse, recommend, or assume any responsibility for thecontent of third-party websites. Clients who decide to access third-party websites throughthe links or connections do so at their own risk and according to the policies of each of thesesites.Article XII. ZENDI OBLIGATIONSSection XII.01 Zendi shall:A. Provide services with utmost care and dedication, ensuring secure informationprocessing.B. Execute the Client Instructions accurately, or communicate with the Client to addressany issues arising from the Instruction content.
Use transferred funds solely for the purpose of dispersal and service fee collection asauthorized by the Client.D. To provide the Service with the utmost care and dedication, using secure informationprocessing, coordinating, and performing the activities necessary for the satisfactionof the object of this Contract.E. We will make our best efforts to provide the Services with the quality you expect as aClient, with the understanding that our Services have no warranty and are provided inaccordance with the provisions of these terms and conditions, as well as the otherdocuments that are applicable.F. To carry out the order indicated by the Client through the Instructions and based onthe Information contained in the latter or, in the event of not being able to carry themout totally or partially, as a consequence of the Information contained in the letter ofinstructions, to communicate with the Principal in order to try to overcome suchobstacle.G. Shall use for the exclusive purpose of the dispersion and with the authorization of thePrincipal, the resources that are contributed to the account of Zendi. Thisauthorization by the Client is understood to be limited exclusively for the purposes ofthe present contract to the resources subject to dispersion and the collection of theServices by the Agent.H. All others included in the present Contract and/or arising from its nature, from theperformance of the assignment, and/or that guarantee its due execution.Section XII.02 Limitation of Liability:Zendi is not liable for:A. B. C. D. E. User or third-party faults, including market manipulation activities.Integration issues with third-party software.Administrative or commercial decisions based on platform information.Physical or logical network problems on the user’s side.Losses due to force majeure events or improper platform use.F. Circumvention or violation of any local laws and regulations regarding regulatoryand/or tax requirements for payment and virtual assets services, reason why theClient must consult a local lawyer to evaluate such requirements.In case of suspected fraud, Zendi may take legal action and notify authorities. Zendireserves the right to reject transactions or cancel accounts if there are signs of fraud or otherissues.Article XIII. FUND TRANSFERSSection XIII.01 Clarification of Communication with Zendi: It is important to understand thatdirect communication with Zendi regarding any concerns or reports of unauthorizedtransactions does not imply that Zendi is engaged in, or responsible for, conducting licensedfinancial activities. The user hereby accepts and recognizes that Zendi is not a licensedcompany and uses licensed partner institutions to carry out regulated financial activities.Such communications serve solely to facilitate the initial reporting process. As a technologyservice provider, Zendi’s role in this context is to promptly relay your concerns to ourlicensed partner institutions responsible for carrying out the regulated activities. Zendi actsas an intermediary to ensure that your reports are addressed efficiently by the appropriateentities in accordance with our operational protocols and partnership agreements.Section XIII.02 Immediate Reporting Required: If you suspect that an electronic fundtransfer has been conducted without your authorization, it is imperative that you inform Zendiimmediately. The most efficient method to minimize potential losses is through prompttelephonic communication. The risk of losing all the funds in your account exists if action isnot taken swiftly. By notifying Zendi within one business day after recognizing anyunauthorized transaction, your loss will be limited to no more than $50. Failure to reportunauthorized use within this timeframe may increase your liability up to $500, provided Zendidemonstrates that timely notification on your part could have prevented the unauthorizedaccess to your funds.Furthermore, should your account statement indicate transactions that you did not authorize,it is crucial to alert Zendi promptly. A failure to report these discrepancies within 30 days ofthe statement's mailing date may result in an inability to recover funds lost subsequent to thisperiod. However, should extenuating circumstances, such as travel or hospitalization, whenadequately supported, prevent timely communication, these deadlines may be extended toaccommodate your situation.For detailed information on the roles of Zendi and its licensed partner institutions infacilitating these transactions, as well as updates on our licensing agreements, please referto our legal page at https://zendi.techSection XIII.03 Contact in the Event of Unauthorized Transfer. If you suspect anyunauthorized electronic fund transfer from your account, immediately contact us at:contact@zendi.tech or 702.813.3800, or address your concerns in writing to Zendi at 16192Coastal Highway, Lewes, DE 19958, County of Sussex, Delaware, USA. For detailedinformation on our operational framework and partnership with licensed institutions, pleasevisit our legal page at https://zendi.techSection XIII.04 Business Days. For the purpose of these disclosures, our business days areMonday through Friday, excluding public holidays.Section XIII.05 Confidentiality. Zendi may disclose information about your account or thetransfers you make to third parties where necessary for completing transfers; to verify theexistence and condition of your account with entities like credit bureaus or merchants; tocomply with government agency or court orders; or when you provide us with your explicitwritten consent. By accepting these terms, you grant Zendi full and unlimited authorization toshare the necessary information with all our service providers, partners, and companieswithin our group to facilitate your use of our services, ensure compliance with regulatoryrequirements, or enhance your experience. This sharing of information will always beconducted with strict adherence to our Privacy Policy, ensuring your data is protectedaccording to the highest security standards.Section XIII.06 Documentation. You will receive monthly account statements electronically,unless no transfers occur within a month, in which case, statements will be sent at leastquarterly.Article XIV. FINANCIAL INSTITUTION'S LIABILITYSection XIV.01 While Zendi acts as a facilitator by connecting clients with licensed partnersfor financial transactions, it is essential to recognize that the liability for any failed or incorrecttransfers is determined by the terms of the agreement directly between the client and thelicensed financial institution. In some instances, such agreements may be executed by Zendion behalf of the client, or through similar arrangements, ensuring transactions are carried outunder the specified terms. Exceptions to liability include, but are not limited to: insufficientfunds in the client’s account, known system malfunctions at the time of initiating the transfer,and extraordinary circumstances beyond reasonable control.Section XIV.02 Zendi will not be responsible for orders, instructions, Payment InstructionRequests, and/or wrong or incomplete payments caused by the erroneous entry of thee-mail, relevant information of the recipient, or the payment operation, made by the User.Section XIV.03 Zendi will not be responsible or guarantee the fulfillment of obligations thatthe Users may have assumed with third parties in connection with payments to be made orcollected through the platform.Section XIV.04 The User acknowledges and agrees that by conducting transactions withother Users or third parties, they do so at their own will, freely giving their consent and undertheir own risk and responsibility. In no case will Zendi be responsible for lost profits, or forany other damage and/or loss that the User may have suffered due to transactions made ornot made through the Zendi platform. The user acknowledges that the services provided arenot an instrument to generate foreign currency abroad bypassing the foreing exchange rules.Section XIV.05 Since Zendi is unrelated to the obligation that gave rise to the PaymentInstruction Request, Zendi will not be responsible or verify the causes, amount, or any othercircumstance related to such Request, as well as regarding the existence, quality, quantity,functioning, condition, integrity, or legitimacy of the goods or services offered, acquired, ordisposed of by the Users and paid using Zendi, as well as the capacity to contract of theUsers and the truthfulness of the personal data they have entered.In the event that one or more Users or a third party initiate any type of claim or legal actionsagainst another or other Users, all and each of the Users involved in such claims or actionsexempt all responsibility to the market.Section XIV.06 In no event shall we be liable for any act, error, or omission of third parties orCommercial Partners, including, without limitation, any service or product advertised throughthe Site, or the non-compliance of any third party in relation to the services advertised oravailable through the platform.Section XIV.07 We are not responsible for any damage, injury, or loss caused by failures inthe platform arising from the server, intermittencies in the service, or the availability of theInternet. Nor will we be responsible for any virus that may infect the Clients' equipment as aresult of accessing or using the platform or as a result of any transfer of data, files, images,texts, or audio contained therein. Clients may not attribute any responsibility or demandpayment for lost profits, as a result of technical difficulties or failures in the Internet systems.We do not guarantee continuous or uninterrupted access to and use of our platform beyondwhat is indicated in the Service Level Agreements.Section XIV.08 The platform may occasionally be unavailable due to technical difficulties orInternet failures, or due to any other circumstance beyond our control; with theunderstanding that we will strive to restore it as quickly as possible, without this beingattributable to us as any type of liability.Article XV. DISCLOSURESection XV.01 The money received by Zendi is non-interest bearing unless a separateagreement specifying otherwise is made. Additionally, offering products with profitability incertain countries would also depend on obtaining specific licenses.Section XV.02 The fee structure, including any monthly maintenance or setup fees, isdetermined in accordance with the commercial proposal that you accept or sign separately.This approach ensures transparency and allows for a customized understanding of the feesassociated with your account. There are no inherent minimum balance requirements foraccount upkeep as stipulated by Zendi; however, specific charges for additional servicesmay apply based on the terms outlined in the commercial proposal agreed upon.Section XV.03 Revision of Fees. Zendi may revise the Fees at any time. If Zendi revises theFees for a Service that Customer is currently using, Zendi will notify the Customer or theIntegrator, as the case may be, at least 30 days before the revised Fees apply.Section XV.04 Customer Costs. The Customer shall be responsible for and bear all costsincurred by it in the implementation, integration, and use of the Payment Services including,without limitation, compliance with the requirements of the Customer’s Responsibilities.Section XV.05 Fees Non-Refundable. Fees payable under this Main Agreement arenon-refundable, except to the extent that a Payment Transaction is canceled by theCustomer prior to the commencement of the processing of the Payment Transaction byZendi .Section XV.06 Unpaid Accounts. Zendi shall have the right and authority, in its solediscretion, acting reasonably, to liquidate any and all assets in the Customer’s Account oraccounts to cover any unpaid fees and expenses.Article XVI. TRANSACTION LIMITS AND ACCOUNT FEATURESSection XVI.01 Zendi reserves the right to impose transaction limits. The account does notinclude debit, ATM, or check features. Consent for electronic statements is required, withaccount closure as a consequence of withdrawal of such consent.Article XVII.TERM AND TERMINATIONSection XVII.01 Term. This Main Agreement shall take effect on the Effective Date and shallcontinue in effect indefinitely unless otherwise terminated by either Party in accordance withthe terms of this Main Agreement.Section XVII.02 Automatic Renewal. This Main Agreement shall automatically renew itselfupon the expiry of the Initial Term for an additional period of 1 year and shall automaticallyrenew itself for additional 1-year terms, until terminated in accordance with Article XVIIhereof.Section XVII.03 Termination or Amendment of the Payment Services. Without limiting itsother rights under this Main Agreement or otherwise, Zendi reserves the right to modify,suspend or discontinue all or part of the Payment Services at any time, with or withoutnotice, for any of the following reasons:A. regulatory changes, including interpretive changes or changes to Zendi´sunderstanding of regulation,B. technical or technology changes, which could include technology rendering theServices obsolete or, in the alternative, difficult to deliver, orC. Third-Party Service Provider availability, including discontinuance of relationshipswith one or more Third-Party Service Providers.Section XVII.04 Termination. Either party may terminate this Main Agreement for any reasonby giving written notice not less than 20 Business Days before the effective date of thetermination, provided, however, that the provisions of this Main Agreement shall continue toapply until the end of the notice period.Section XVII.05 Obligations of the Parties on Termination. In the event that this MainAgreement is terminated by either Party providing the required written notice (each, a“Termination Notice”) in accordance with the terms of this Article XVII:A. Zendi shall complete all Payment Transactions authorized by the Customer prior tothe issuance of the Termination Notice;B. The Customer shall be obligated to pay all Fees associated with any PaymentTransactions completed by Zendi in accordance with Section XVII.05(a), andC. Zendi shall, upon completion of the Payment Transaction, return any remainingcustomer funds held by Zendi, less any Fees owing by the Customer to Zendi, to theCustomer within 10 Business Days of the completion of the Payment Transactionsdescribed in Section XVII.05(a), provided that the Customer has a provided a validaccount or bank information to which the funds can be sent.Section XVII.06 Suspension. Zendi may immediately suspend the provision of any or allServices to Customer, including suspension of the Customer’s access to the Platform, if:A. Zendi believes that the Customer’s use of the Services or Platform violates anyApplicable Law or Governmental Authority requirement;B. Zendi believes that the failure to suspend the provision of any or all Services to theCustomer may result in a violation of any Applicable Law or Governmental AuthorityrequirementC. a Governmental Authority or a Third-Party Service Provider requires or directs Zendito do so;D. the Customer does not update in a timely manner the Customer’s implementation ofthe Services or the Platform to the latest production version Zendi recommends orrequires;E. the Customer does not respond in a timely manner to Zendi´s requests forinformation, including Customer Information, user information, or any otherinformation deemed relevant by Zendi, in Zendi ’s sole discretion. Failure to provideZendi with adequate time to verify and process updated information shall be deemedto be a failure to respond in a timely manner to Zendi requests for information;F. the Customer breaches this Main Agreement or any other agreement between theParties;G. the Customer enters into an insolvency proceeding, which includes but is not limitedto, bankruptcy, reorganization, receivership, or liquidation;H. Zendi believes that the Customer is engaged in a business, trading practice or otheractivity that presents an unacceptable risk to Zendi, in Zendi’s sole discretion; ora. Zendi believes, in its sole discretion, that the Customer’s use of the Services:i. is or may be harmful to Zendi or any third party,ii. presents an unacceptable level of credit risk,iii. increases, or may increase, the rate of fraud that Zendi observes,iv. degrades, or may degrade, the security, stability,, or reliability of theServices, the Platform,, or any third party’s system (e.g., theCustomer’s involvement in a distributed denial of service attack),v. vi. enables or facilitates, or may enable or facilitate, illegal or ProhibitedTransactions, as defined in Section XVIII below, oris or may be unlawful.Article XVIII. FRAUD AND PROHIBITED TRANSACTIONSSection XVIII.01 Notwithstanding any other provision in this Agreement, the Clientacknowledges and agrees that Zendi is not responsible for verifying the authenticity oftransactions or the bona fides of any party involved in transactions facilitated under thisContract. In the event of fraud or any fraudulent transaction arising from or related to thetransactions between the Client and their end clients, including but not limited to themisrepresentation of facts, identity theft, financial fraud, or any other deceitful practices, theClient shall assume full responsibility for all losses, damages, liabilities, costs, and expensesarising from such fraudulent transactions. The Client further agrees to indemnify, defend,and hold harmless the Zendi, its affiliates, officers, directors, employees, agents, andsuccessors from any claims, demands, actions, costs, liabilities, losses, and damages of anykind (including attorneys' fees) resulting from such fraudulent transactions. Zendi disclaimsany liability for such fraudulent activities and makes no representations or warrantiesregarding the prevention of such fraud. It is the Client's sole responsibility to implementadequate measures to detect and prevent fraudulent activities within the scope of theirtransactions.Section XVIII.02 The Client account is personal, unique, and non-transferable, which meansthat you may not assign it nor may you authorize third parties to operate or use it on yourbehalf and on your own account. Likewise, you are responsible for any unauthorized usemade by a third party, voluntarily or involuntarily, or by any third party that may access youraccess credentials, for acts performed by you or attributable to you. You are obliged toinform us immediately of any unauthorized use of your account, as well as unauthorizedaccess by third parties to it. Clients will be solely responsible for the activity and contentmanaged from their account.Section XVIII.03 Prohibited Transactions. Certain types of Payments are considered to beprohibited transactions (“Prohibited Transactions”), and the Payment Services may not beused for the purpose of, or in connection with, any such Prohibited Transactions. A currentlist of Prohibited Transactions can be found at Prohibited Businesses List.Section XVIII.04 Representation and Warranties. The Customer represents and warrantsthat the Customer shall not use the Services to complete any Prohibited Transactions.Section XVIII.05 Acknowledgement. The Customer acknowledges and agrees that Zendimay, in its sole discretion:A. refuse to process any transaction as a result of a determination that the transactionwould be a Prohibited Transaction;B. C. D. suspend the use of some or all of the Services or the Platform by the Customer;terminate the Customer’s use of the Services or the Platform; ortake any other action that Zendi deems appropriate in the circumstances.Article XIX. FUNDS AVAILABILITY DISCLOSURESection XIX.01 Your Ability to Withdraw Funds. Our policy ensures the prompt availability offunds from electronic direct deposits, and wire transfers into your account on the day theyare received by Zendi. You may withdraw available funds or use them for payments. Ourbusiness days are Monday through Friday, excluding Saturdays, Sundays, and federalholidays. Deposits made before the end of a business day we are open are consideredreceived that day. Deposits made after business hours or on days we are closed will beprocessed on the next business day. Even after funds are made available and withdrawn,you bear responsibility for any deposited checks that return unpaid and for resolvingdeposit-related issues. For comprehensive details on the roles and responsibilitiesconcerning fund transfers, including those handled by our partners, please visit our legalpage at https://zendi.techSection XIX.02 Special Rules for New Accounts. For new customers, during the first 30days your account is open, we expedite the availability of funds from electronic directdeposits, and wire transfers to the same day we receive them.Section XIX.03 Foreign Items. For deposits drawn on financial institutions outside of theU.S., which are not payable at or through a U.S. branch or correspondent financialinstitution, availability will be subject to the specific services outlined in your agreement withZendi. If managing foreign items is included as part of the hired services, funds from suchdeposits will be made available to you only after Zendi has received payment. This serviceprovision aligns with our commitment to cater to the diverse needs of our clients whileensuring compliance with our operational policies and partnership agreements.Article XX. SERVICE LEVEL (SL) FOR OPERATING HOURS AND TRANSFER CYCLESSection XX.01 Operating Hours. Business days are defined as Monday through Friday,excluding holidays. We operate during the standard banking business hours of the chosenoperation location. For example: i) Colombia: 8:15 AM to 5:00 PM COT; ii) Brazil: 9:00 AM to5:00 PM BRT; iii) Mexico: 7:15 AM to 4:00 PM CST; iv) United States: 8:00 AM to 4:00 PMlocal time. Transactions initiated through our API may be processed 24 hours a day, 7 daysa week, subject to system availability and maintenance periods.Section XX.02 Transfer TimelinesTransfer timelines depend on the mechanisms available in each country and are subject tobanking hours and regulations. Detailed timelines for each country are provided in ScheduleA.Section XX.03 Dispersion OptionsDispersion options will vary per country and are subject to local banking hours andregulations. Detailed dispersion options for each country are provided in Schedule A.Section XX.04 Dispersion ScheduleThe dispersion schedule will vary per country and is dependent on the local banking hoursand regulations. Detailed dispersion schedules for each country are provided in Schedule A.Section XX.05 Force Majeure. In the event of force majeure, the company reserves the rightto adjust dispersion times, with all changes communicated to the client along with the newprojected dispersion dates.Section XX.06 Client Instructions. The Client’s instructions will dictate the timing andamounts of disbursements, adhering to the conditions outlined above.Section XX.07 Hyperlinks to other websites and uses of cookies. Clients accept that we maymake use of cookies and other similar technologies, both on the platform, its contents,services, as well as in the emails sent to the Clients, with the purpose of authenticating, recording activities on the platform, improving its functionality, optimizing the Servicesoffered, analyzing market trends, analyzing the demographic information of those who visitthe platform and make use of the services it offers, evaluating the effectiveness ofadvertising, the behavior of buyers on the platform and the result of the activities carried outthere, determining who has opened the email sent and the format in which it is done. Thesetools allow obtaining, among others, information regarding the type of browser and operatingsystem used, the IP address, the time spent on the platform, and the number of visits madeto the platform, the use of the same, among others.Clients can configure their browser to disable and delete cookies, in which case, although itwill be possible to continue visiting the platform, access to certain features of the platformmay be restricted.Section XX.08 Property Rights. We own the Website and the related applications. Within theframework of this ownership, we authorize Clients to consult, review, and use the materialthat we disseminate on the Website solely for personal, non-commercial use. The content ofthis Site (texts, graphics, images, logos, icons, software, products, services, brands, tradenames, and any other material or information) is protected under copyright laws, industrialproperty laws, and other applicable laws.Section XX.09 Use in one's own name. Clients who accept these terms and conditionsaccept and declare that they are acquiring the services to satisfy a personal need, and shallrefrain from acquiring the services on behalf of a third party. In the event that a Clientacquires the Services on behalf of a legal entity or a third party, they must prove that theyare fully authorized to bind and/or represent said interested third party. If not authorized, theClient shall be personally liable for the obligations incurred under these terms andconditions.Article XXI. INDEMNIFICATIONSection XXI.01 Indemnification by the Customer. The Customer shall indemnify and holdZendi and its Affiliates, and their respective officers, directors employees, contractors, andsubcontractors harmless from and against any and all liabilities, damages, claims, losseslawsuits, and expenses (including reasonable legal fees and expenses) (collectively“Losses”) in respect of third-party claims arising out of:A. any breach of this Main Agreement, expect if such breach is a consequence ofregulatory, legal and tax violations incurred by the Client;B. C. KillB’s gross negligence or wilful misconduct; or ;the Customer’s gross negligence or wilful misconduct; andD. any claim that the Customer infringed any Intellectual Property Rights of anythird-party.Section XXI.02 Indemnification by Zendi. Subject to the cap on liability, Zendi shallindemnify and hold the Customer, and its respective officers, directors and employeesharmless from and against any and all Losses for third-party claims arising out of:A. B. C. any breach of this Main Agreement;Zendi’s gross negligence or wilful misconduct; orany claim that Zendi infringed any Intellectual Property Rights of any third-party.ARTICLE XXII. ASSIGNMENT AND OTHER DEALINGSSection XXII.01 Zendi Assignment. Zendi may assign this Main Agreement or any right orobligation under this Main Agreement at any time to any party and Zendi may assign,delegate or subcontract certain of its rights and responsibilities under this Main Agreement toany Zendi Party.Section XXII.02 Customer Assignment. The Customer may not assign, novate, transfer,subcontract, delegate or otherwise deal with any of its rights and obligations under this MainAgreement without the prior written consent of Zendi, such consent to be provided in Zendi’s sole discretion.ARTICLE XXIII. GENERALSection XXIII.01 Electronic Execution and Counterparts. This Main Agreement may beexecuted electronically in any number of counterparts (including PDF, JPEG or other agreedelectronic format) with electronic signatures, each of which when executed and deliveredshall constitute a duplicate original, but all the counterparts taken together shall constituteone agreement and shall be deemed to be an original.Section XXIII.02 Electronic Transmission. Any counterpart delivered electronically, whetherexecuted by hand or by electronic signature, shall be considered to be a validly deliveredcounterpart of this Main Agreement.Section XXIII.03 Agreement Completion. No counterpart shall be effective until each Partyhas executed and delivered at least one counterpart to the other Party and this MainAgreement shall have no force or effect until all counterparts have been executed anddelivered.Section XXIII.04 Entire Agreement. This Main Agreement constitutes the entire agreementbetween the Parties and supersedes and extinguishes all previous agreements, promises,assurances, warranties, representations and understandings between them, whether writtenor oral, relating to its subject matter.Section XXIII.05 Liability for External Representations. Each Party agrees that it shall haveno remedies in respect of any statement, representation, assurance or warranty (whethermade innocently or negligently) that is not set out in this Main Agreement.Section XXIII.06 Unenforceable Term or Provision. If any term, provision or part of a term orprovision in this Main Agreement is or becomes invalid, illegal or unenforceable, it shall bedeemed deleted, but shall not affect the validity and enforceability of the rest of this MainAgreement.Section XXIII.07 Effect of Deemed Deletion. If any term, provision or part of a term orprovision in this Main Agreement is deemed deleted, the Parties shall negotiate in good faithto agree to a replacement term or provision that, to the greatest extent possible, achievesthe intended commercial result of the original term or provision.Section XXIII.08 Waiver. No failure or delay by a Party to exercise any right or remedyprovided under this Main Agreement or by law shall constitute a waiver of that or any otherright or remedy, nor shall it prevent or restrict the further exercise of that or any other right orremedy. No single or partial exercise of such right or remedy shall prevent or restrict thefurther exercise of that or any other right or remedy.Section XXIII.09 Conflict. If there is an inconsistency between the terms of this MainAgreement, including any Article or Section, or part of an Article or Section, and theSchedules and any documents referenced in the Schedules, the provisions in the terms ofthis Main Agreement shall prevail in preference to the Schedules and any documentsreferenced in the Schedules and the provisions of the Schedule shall prevail over theprovisions of any documents referenced in the Schedules. In the event that any term in thisMain Agreement or any Schedule is amended by way of update through the Platform, thePlatform update shall prevail to the maximum extent possible, while still giving effect to theremaining provisions of this Main Agreement.Section XXIII.10 Governing Law. This Main Agreement and any dispute or claim (includingnon-contractual disputes or claims) arising out of or in connection with it or its subject matteror formation shall be governed by and construed in accordance with the laws of El Salvadorand applicable federal laws of El Salvador.Section XXIII.11 Jurisdiction. Each Party irrevocably agrees that the courts of El Salvadorshall have exclusive jurisdiction to settle any dispute or claim (including non-contractualdisputes or claims) arising out of or in connection with this Main Agreement or its subjectmatter or formation.Section XXIII.12 Amendments. No modification of or amendment to this Main Agreementshall be effective unless in writing signed by authorized representatives of both Parties.By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditionsand the Partner Terms and Conditions.SCHEDULE A - SPECIFIC TERMS FOR SERVICES IN USA, MEXICO, COLOMBIA,ARGENTINA AND BOLIVIATo ensure regulatory compliance and operational efficiency, Zendi reserves the right toestablish mandate agreements with sister companies for executing local operations. Thisapproach allows Zendi to seamlessly integrate its services across different regions.The special conditions outlined herein apply exclusively to the provision of services withinthe specified jurisdictions and are only effective when the services of these jurisdictions areactively engaged by the Client.By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditionsand the Partner Terms and Conditions.COLOMBIAEntity and Authority: Zendi Group operates through its Colombian subsidiary, EVIA S.A.S.,which is a company duly incorporated in Colombia. EVIA S.A.S. has the legal capacity andauthority, in accordance with its corporate objectives, to conduct the activities outlinedherein. For the provision of services in Colombia, EVIA S.A.S., a company in full compliancewith Colombian regulations and identified by NIT 901420096-7 (hereinafter referred to as"Evia"), will serve our clients.Evia, under the auspices of Zendi Group, manages a technology platform designed tofacilitate the transfer of funds to designated bank accounts.It is important to note that Evia is not a financial entity. Its business model is centered aroundthe development of a payment processing service, specifically designed for the dispersal ofpayments. As such, our clients grant Evia a Specific Mandate to issue dispersal orders.Upon each request for a transaction by the client, a framework agreement is established,enabling Evia to perform one or several fund dispersal operations ("the dispersion"). Thisincludes taking all necessary actions to effectuate the dispersion, which may involveengaging third-party service providers to participate in various stages of the dispersionprocess.Clients are required to provide the funds intended for dispersion, in accordance with theinstructions provided to Evia. These funds may be delivered in one or multiple transactions,as specified by the client, either on a continuous or ad hoc basis. Evia, in its role as theAgent, commits to receiving these funds solely for the purpose of executing the assigneddispersals, strictly adhering to the client’s instructions.Transfer Timelines. Immediate Transfers: Transfers between accounts of the same bank willbe processed immediately, regardless of the day or time initiated.Interbank Transfers: Transfers between accounts of different banks, initiated after 5:00 PMon Fridays, weekends, or holidays, will be processed within 1 to 2 business days, arrivingbetween 8:30 AM and 10:30 AM, subject to the ACH's five daily operation cycles.Dispersion Options. Weekly Dispersion: Collected funds will be dispersed weekly within theoperating hours of 9:00 AM to 5:00 PM COT. The dispersion fee will be as previously agreedupon. Daily Dispersion: For daily dispersals, especially for amounts equal to or greater than$150,000, a formal request must be submitted through the support area in our Slackchannels. Each request will be evaluated on a case-by-case basis, with responses issuedaccordingly.Dispersion Schedule. Transactions instructed by 1:00 PM on business days will be dispersedon the same day. Transactions instructed on Saturdays and Sundays will be dispersed onthe following Monday unless it involve same-bank transfers, which can be processed thesame day. For weeks including a holiday, transactions initiated on the day before the holidayor over the holiday weekend will be dispersed on the next business day following the holiday.Evia may handle personal information when delivering its services. Both parties agree toabide by the applicable regulations concerning Information Security and the Protection ofPersonal Data, as well as other related legislation. Specifically, the handling of personal datawill conform to the respective Privacy Policies of the parties, which are established inaccordance with Law 1581 of 2012, Decree 1377 of 2013, and other relevant regulations.This agreement is enforceable under Article 5 of Law 527 of 1999, which recognizes thelegal validity of electronic messages and signatures. This ensures verification of identity,authenticity, integrity, and authorization for processing as defined by the platform.EVIA EXPRESSLY CLARIFIES ENTITY SOLELY FOCUSES ON THE DISPERSAL OFPAYMENTS IN THE LOCAL CURRENCY.By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditionsand the Partner Terms and Conditions.MEXICOEntity and Authority: Zendi Group provides services in Mexico through its network of localpartners, which are licensed and authorized to operate in the country. Although Zendi Groupdoes not have a direct corporate presence or engage in direct marketing within Mexico, itacts as an independent agent connecting clients with Mexican partners for the execution ofservices. Our role strictly involves facilitating client access to local services without directlyhandling or collecting funds.In Mexico, Zendi Group's services are limited to the facilitation of connections betweenclients and licensed local operators. The services provided by our partners do not include: i)Collection or custody of local currency; ii) Resource placement; iii) Aggregation, acquiring, orinitiation of payments; iv)Savings services; v) Payment of interest, dividends, or anyeconomic returns; vi) Management or operation of financial resources; vii) Investmentadvice; viii) Currency exchange services; ix) Offering of financial products or services; x)Issuance, custody, or intermediation of securities.In delivering its services, Zendi Group, through its local partners, may handle personalinformation. Both parties agree to abide by applicable regulations concerning InformationSecurity and the Protection of Personal Data, as well as other related legislation.Specifically, the handling of personal data will conform to the respective Privacy Policies ofthe parties, which are established in accordance with Mexico's Federal Law on Protection ofPersonal Data Held by Private Parties.This agreement is enforceable under Article 89 of Mexico's Federal Law for the Protection ofPersonal Data Held by Private Parties, which recognizes the legal validity of electronicmessages and signatures. This ensures verification of identity, authenticity, integrity, andauthorization for processing as defined by the platform.ZENDI GROUP EXPRESSLY CLARIFIES THAT IT DOES NOT ENGAGE IN ANYACTIVITY IN MEXICO TRANSACTIONS OR RELATED ACTIVITIES. THE ENTITYSOLELY FOCUSES ON FACILITATING CONNECTIONS BETWEEN CLIENTS ANDLOCAL PARTNERS, WITHOUT ANY PROVISION OF SERVICES BY ZENDI IN MEXICANJURISDICTION.By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditionsand the Partner Terms and Conditions.
UNITED STATES OF AMERICAAcceptance of Special Conditions and Partner Terms and ConditionsBy accepting these terms, you acknowledge and agree that all special conditions related toUS services are comprehensively detailed in the Partner Terms and Conditions. These termscan be accessed via the following link: Partner T&C. By accepting the present terms, youhereby declare that you have read, understood, and accepted all the terms and conditionsoutlined in the Partner Terms and Conditions.1. Incorporation of Special ConditionsYou acknowledge that the special conditions are an integral part of the overall contractualagreement. These conditions are formulated to address specific requirements and regulatorycompliances pertinent to US services, and they take precedence over any general conditionswhere applicable.2. Scope of the Special ConditionsThe special conditions include, but are not limited to, detailed guidelines on:●●●●●●Service usage policies and restrictionsCompliance with local, state, and federal regulationsSpecific obligations and duties related to the provision of US servicesLiability limitations and indemnification clausesPayment terms, fees, and refund policiesData protection and privacy measures specific to US regulations3. Declaration of AcceptanceBy accepting these terms, you declare that you have:●Accessed and reviewed the Partner Terms and Conditions via the provided link.●Read and fully understood all special conditions applicable to US services.●Accepted and agreed to comply with all terms, conditions, and obligations outlined inthe Partner Terms and Conditions.4. SLATransfer Timelines. Immediate Transfers: Transfers between accounts of the same bank willbe processed immediately, regardless of the day or time initiated.Interbank Transfers: Transfers between accounts of different banks, initiated after 4:00 PMon Fridays, weekends, or holidays, will be processed within 1 to 5 business days, arrivingbetween 8:30 AM and 10:30 AM, subject to the chosen transfer modality, such as Wire,ACHs or SWIFTDispersion Options. Weekly Dispersion: Collected funds will be dispersedweekly within the operating hours of 10:00 AM to 4:00 PM EDT. The dispersion fee will be aspreviously agreed upon. Daily Dispersion: For daily dispersals, especially for amounts equalto or greater than $150,000, a formal request must be submitted through the support area inour Slack channels. Each request will be evaluated on a case-by-case basis, with responsesissued accordingly.Dispersion Schedule. Transactions instructed by 1:00 PM on business days will be dispersedon the same day. Transactions instructed on Saturdays and Sundays will be dispersed onthe following Monday unless it involve same-bank transfers, which can be processed thesame day. For weeks including a holiday, transactions initiated on the day before the holidayor over the holiday weekend will be dispersed on the next business day following the holiday.5. Binding Nature of the TermsYour continued use of the services provided signifies your acceptance of these specialconditions and the Partner Terms and Conditions, and you agree to be legally bound bythem. This includes adherence to all specified service usage policies, compliance withapplicable laws and regulations, and fulfillment of all responsibilities as set forth in the termsand conditions.6. Updates and ModificationsYou acknowledge that the Partner Terms and Conditions may be updated from time to time.You agree to review such updates and continue to comply with the most current version ofthe terms and conditions. Notifications of updates will be provided through the designatedplatform or via direct communication channels.7. Severability and PrecedenceIn case of any conflict between the special conditions and any other part of the agreement,the special conditions shall prevail. If any provision of the special conditions is found to beinvalid or unenforceable, the remaining provisions will continue to be in full force and effect.By clicking “I Agree,” you confirm that you have read, understood, and accepted all specialconditions and the Partner Terms and Conditions.ARGENTINAEntity and Authority: Zendi Group provides services in Argentina through its network of localpartners, which are licensed and authorized to operate in the country. Although Zendi Groupdoes not have a direct corporate presence or engage in direct marketing within Argentina, itacts as an independent agent connecting clients with Argentinian partners for the executionof services. Our role strictly involves facilitating client access to local services without directlyhandling or collecting funds.In Argentina, Zendi Group's services are limited to the facilitation of connections betweenclients and licensed local operators. The services provided by our partners do not include: i)Collection or custody of local currency; ii) Resource placement; iii) Aggregation, acquiring, orinitiation of payments; iv) Savings services; v) Payment of interest, dividends, or anyeconomic returns; vi) Management or operation of financial resources; vii) Investmentadvice; viii) Currency exchange services; ix) Offering of financial products or services; x)Issuance, custody, or intermediation of securities.In delivering its services, Zendi Group, through its local partners, may handle personalinformation. Both parties agree to abide by applicable regulations concerning InformationSecurity and the Protection of Personal Data, as well as other related legislation.Specifically, the handling of personal data will conform to the respective Privacy Policies ofthe parties, which are established in accordance with applicable legal standards.ZENDI GROUP EXPRESSLY CLARIFIES THAT IT DOES NOT ENGAGE IN ANYACTIVITY IN ARGENTINA TRANSACTIONS OR RELATED ACTIVITIES. THE ENTITYSOLELY FOCUSES ON FACILITATING CONNECTIONS BETWEEN CLIENTS ANDLOCAL PARTNERS, WITHOUT ANY PROVISION OF SERVICES BY ZENDI INARGENTINIAN JURISDICTION.By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditionsand the Partner Terms and Conditions.BOLIVIAEntity and Authority: Zendi Group provides services in Bolivia through its network of localpartners, which are licensed and authorized to operate in the country. Although Zendi Groupdoes not have a direct corporate presence or engage in direct marketing within Bolivia, itacts as an independent agent connecting clients with Bolivian partners for the execution ofservices. Our role strictly involves facilitating client access to local services without directlyhandling or collecting funds.In Bolivia, Zendi Group's services are limited to the facilitation of connections betweenclients and licensed local operators. The services provided by our partners do not include: i)Collection or custody of local currency; ii) Resource placement; iii) Aggregation, acquiring, orinitiation of payments; iv) Savings services; v) Payment of interest, dividends, or anyeconomic returns; vi) Management or operation of financial resources; vii) Investmentadvice; viii) Currency exchange services; ix) Offering of financial products or services; x)Issuance, custody, or intermediation of securities.In delivering its services, Zendi Group, through its local partners, may handle personalinformation. Both parties agree to abide by applicable regulations concerning InformationSecurity and the Protection of Personal Data, as well as other related legislation.Specifically, the handling of personal data will conform to the respective Privacy Policies ofthe parties, which are established in accordance with applicable legal standards.ZENDI GROUP EXPRESSLY CLARIFIES THAT IT DOES NOT ENGAGE IN ANYACTIVITY IN BOLIVIA TRANSACTIONS OR RELATED ACTIVITIES. THE ENTITYSOLELY FOCUSES ON FACILITATING CONNECTIONS BETWEEN CLIENTS ANDLOCAL PARTNERS, WITHOUT ANY PROVISION OF SERVICES BY ZENDI IN BOLIVIANJURISDICTION.By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditionsand the Partner Terms and Conditions.