> For the complete documentation index, see [llms.txt](https://docs.zoth.io/zoth/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.zoth.io/zoth/legal-disclaimer/terms-of-use-zpayments.md).
# Terms of Use - zPayments
### INTRODUCTION
These Terms of Use ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and zPayments, operated by Zoth Payments Limited , a company with incorporation No BC1531986 under the laws of British Columbia, Canada), FINTRAC MSB No. C10001622 with its registered office at 1591 – 329 Howe Street, Vancouver, BC, V6C 3N2, Canada ("zPayments", "we", "us", or "our").
zPayments and the User are each individually referred to as a "Party" and collectively as the "Parties."
These Terms govern/ your access to and use of the zPayments platform, website, application programming interfaces (APIs), dashboards, portals, software applications, and related services (collectively, the "Platform").
zPayments is a technology-enabled payment infrastructure platform that facilitates the conversion of supported stablecoins into fiat currency and the transmission of fiat payouts to designated beneficiaries through payment rails, banking partners, liquidity providers, settlement networks, and related infrastructure operated by or integrated with Zoth Payments Limited. (collectively, the "Services").
By accessing or using the Platform or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with any policies, guidelines, or s see upplemental terms incorporated herein by reference.
If you do not agree to these Terms, you must immediately cease using the Platform and Services.
If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case references to "you" shall include such entity.
### NATURE OF SERVICES
zPayments provides technology and settlement facilitation services that enable users to fund fiat payouts using supported stablecoins. The users include individuals, non-regulated business entities, and regulated or financial-institution counterparties
zPayments does not:
1. operate as a bank or deposit-taking institution;
2. provide custody services for digital assets unless expressly agreed in writing;
3. provide investment, brokerage, securities, lending, or asset management services;
4. guarantee the completion, timing, or success of any payout transaction;
5. act as a fiduciary, trustee, agent, or financial advisor to any user; or
6. issue, mint, redeem, or guarantee the value of any stablecoin or other Digital Asset.
The Services depend upon third-party infrastructure, including blockchain networks, stablecoin issuers, liquidity providers, payment processors, financial institutions, compliance vendors, banking partners, and telecommunications networks. The availability and performance of the Services may be affected by the operation of such third parties.
### DEFINITIONS
1. "Account" means a registered user account created to access and use the Services.
2. "Applicable Law" means any law, regulation, ordinance, directive, judgment, order, sanctions regime, regulatory requirement, or governmental action applicable to a party or transaction.
3. "Beneficiary" means any individual or entity designated by a User to receive a fiat payout through the Services.
4. "Business Day" means a day on which commercial banks are open for business in the relevant payout jurisdiction.
5. "Compliance Review" means any verification, due diligence, sanctions screening, anti-money laundering review, fraud review, source-of-funds review, or other compliance assessment conducted by zPayments.
6. "Digital Asset" means any cryptographically secured digital representation of value recorded on a blockchain network, including stablecoins.
7. "Fiat Currency" means government-issued legal tender supported by the Services.
8. "Payment Rail" means any banking, payment, settlement, remittance, card, or other financial infrastructure used to process fiat payouts.
9. "Payout" means the transfer of fiat currency to a designated beneficiary initiated through the Services.
10. "Party" and "Parties" have the meanings given in the Introduction.
11. "Restricted Jurisdiction" means any jurisdiction subject to sanctions, embargoes, restrictions, or prohibitions imposed by applicable governmental authorities.
12. "Services" means the stablecoin-funded fiat payout services made available through the Platform.
13. "Stablecoin" means a digital asset designed to maintain a value reference to one or more fiat currencies or other assets.
14. "Supported Stablecoin" means any Stablecoin expressly designated by zPayments from time to time as eligible for use on the Platform.
15. "Transaction Instruction" means any payout request, payment order, beneficiary instruction, wallet transfer instruction, or other transaction submitted by a User through the Platform.
16. "Wallet Address" means a blockchain address capable of sending or receiving supported digital assets.
### ELIGIBILITY
To access or use the Services, you represent and warrant that:
1. you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is higher;
2. if you are acting on behalf of a legal entity, you have full authority to bind such entity to these Terms;
3. you are not located in, organized under the laws of, or ordinarily resident in any Restricted Jurisdiction;
4. you are not identified on any sanctions list maintained by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or any other applicable governmental authority;
5. your access to and use of the Services does not violate any Applicable Law; and
6. all information provided to zPayments is true, accurate, complete, and not misleading.
7. you will notify zPayments promptly if you become aware that any of the foregoing representations and warranties ceases to be true.
8. zPayments reserves the right to refuse access to any person or entity, or restrict access to any jurisdiction, at its sole discretion and in compliance with Applicable Law.
### ACCOUNT REGISTRATION
Certain Services may require the creation of an Account.
You agree to provide accurate, complete, and current information during registration and to promptly update such information if it changes.
You are solely responsible for:
1. maintaining the confidentiality of your login credentials;
2. all activities conducted through your Account;
3. ensuring that only authorized persons access your Account; and
4. notifying zPayments immediately of any unauthorized use, security breach, or suspected compromise of your Account.
zPayments shall not be liable for any loss arising from unauthorized access to your Account resulting from your failure to maintain adequate security measures.
### KYC, AML AND SANCTIONS COMPLIANCE
To comply with FINTRAC (the MSB registration number C10001622), PCMLTFA requirements, zPayments is required to conduct know-your-customer (KYC), know-your-business (KYB), anti-money laundering (AML), counter-terrorist financing (CTF), sanctions screening, fraud prevention, and other compliance reviews. Zoth is required by Canadian law to collect Travel Rule originator data and to report qualifying transactions to FINTRAC.
You agree to provide any information, documents, records, or explanations reasonably requested by zPayments in connection with such reviews.
zPayments may require, without limitation:
1. identity verification documentation;
2. corporate formation documents;
3. beneficial ownership information;
4. source of funds information;
5. source of wealth information;
6. transaction supporting documents; and
7. any additional information required by Applicable Law.
You acknowledge and agree that zPayments may:
1. delay, suspend, reject, cancel, or refuse to process any transaction;
2. freeze or restrict access to the Services;
3. report transactions or activities to regulatory authorities, law enforcement agencies, financial institutions, or compliance service providers; and
4. take any other action reasonably necessary to comply with Applicable Law or mitigate legal, regulatory, financial, or reputational risk.
You represent and warrant that funds transmitted through the Services are not derived from unlawful activities and are not intended to facilitate money laundering, terrorist financing, sanctions evasion, fraud, or any other illegal activity.
### TRANSACTION PROCESSING
The Services enable users to initiate fiat payouts funded through Supported Stablecoins.
All Transaction Instructions submitted through the Platform are subject to review, acceptance, and processing by zPayments and its service providers.
You acknowledge and agree that:
1. submission of a Transaction Instruction does not guarantee execution of the transaction;
2. transactions may be delayed, suspended, modified, rejected, reversed, or cancelled due to compliance reviews, operational requirements, technical issues, liquidity constraints, banking restrictions, sanctions screening, regulatory requirements, or third-party service provider actions;
3. exchange rates, payout amounts, fees, and settlement times may vary and are subject to market conditions and operational factors;
4. payout completion depends on third-party banking institutions, payment processors, blockchain networks, and other service providers over which zPayments has no control.
You are solely responsible for ensuring the accuracy and completeness of all Transaction Instructions, including:
1. wallet addresses;
2. beneficiary details;
3. bank account information;
4. payout amounts;
5. payment references; and
6. any supporting documentation.
zPayments shall not be liable for any loss arising from incorrect, incomplete, outdated, or inaccurate Transaction Instructions submitted by you.
### TRANSACTION FINALITY
Blockchain transactions are generally irreversible.
Once a Supported Stablecoin transfer has been broadcast to the relevant blockchain network, zPayments may be unable to cancel, reverse, or recover such transfer.
You acknowledge that mistaken transfers, incorrect wallet addresses, smart contract interactions, or other user errors may result in permanent loss of Digital Assets.
To the fullest extent permitted by Applicable Law, zPayments shall have no obligation to recover or compensate users for such losses.
### FEES
You agree to pay all fees applicable to the Services.
Applicable fees may include:
1. transaction processing fees;
2. payout fees;
3. foreign exchange conversion fees;
4. blockchain network fees;
5. banking charges; and
6. any other fees disclosed by zPayments from time to time.
Fees may be deducted from transaction amounts or charged separately.
Unless otherwise stated, all fees are non-refundable, except as required by Applicable Law.
zPayments reserves the right to modify fees at any time by updating the Platform or providing notice to users.
### USER REPRESENTATIONS AND WARRANTIES
You represent, warrant, and undertake that:
1. you have all rights, authority, and permissions necessary to use the Services;
2. all information submitted to zPayments is accurate and complete;
3. you will comply with all Applicable Laws;
4. funds transferred through the Services are lawfully obtained and owned or controlled by you;
5. you will not use the Services for any unlawful, fraudulent, deceptive, or abusive purpose;
6. you will not interfere with the operation, integrity, or security of the Platform; and
7. your use of the Services will not infringe the rights of any third party.
### RESTRICTED ACTIVITIES
You shall not use the Services for:
1. money laundering, terrorist financing, sanctions evasion, or other financial crimes;
2. fraudulent or deceptive activities;
3. unlawful gambling;
4. the sale or distribution of illegal goods or services;
5. transactions involving sanctioned persons, entities, or jurisdictions;
6. activities violating intellectual property rights;
7. unauthorized access to computer systems or networks;
8. operation of pyramid schemes or unlawful investment programs; or
9. any activity prohibited by Applicable Law.
zPayments may determine, in its sole discretion, whether an activity constitutes a prohibited use of the Services and may suspend or terminate access accordingly.
### THIRD-PARTY SERVICE PROVIDERS
The Services rely upon third-party service providers, including but not limited to blockchain networks, stablecoin issuers, banking partners, payment processors, liquidity providers, compliance vendors, financial institutions, telecommunications providers, and other infrastructure providers (collectively, "Third-Party Providers").
zPayments may engage, replace, remove, or modify Third-Party Providers at any time without prior notice.
You acknowledge and agree that:
1. zPayments does not own or control Third-Party Providers;
2. Third-Party Providers may impose their own terms, policies, restrictions, processing requirements, and eligibility criteria;
3. the availability, functionality, and performance of the Services may depend on Third-Party Providers;
4. interruptions, delays, failures, restrictions, or changes affecting Third-Party Providers may affect the Services.
To the fullest extent permitted by Applicable Law, zPayments shall not be liable for any loss, damage, delay, failed transaction, or service interruption caused by any Third-Party Provider.
### INTELLECTUAL PROPERTY
All rights, title, and interest in and to the Platform, Services, software, source code, object code, APIs, interfaces, documentation, trademarks, logos, trade names, content, designs, graphics, databases, and related intellectual property rights (collectively, "Intellectual Property") are and shall remain the exclusive property of zPayments, its affiliates, licensors, or service providers.
Subject to your compliance with these Terms, zPayments grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for their intended purpose.
Except as expressly permitted by these Terms, you shall not:
1. copy, reproduce, distribute, modify, adapt, translate, or create derivative works;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive source code;
3. remove proprietary notices;
4. commercially exploit the Platform;
5. use automated systems, bots, crawlers, scrapers, or similar technologies to access the Platform without authorization.
All rights not expressly granted are reserved by zPayments.
### FEEDBACK
Any feedback, suggestions, ideas, enhancement requests, comments, or recommendations provided by you relating to the Platform or Services ("Feedback") may be used by zPayments without restriction or compensation.
You hereby grant zPayments a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any lawful purpose.
## CONFIDENTIALITY
Where zPayments provides you with non-public information, documentation, technical materials, API specifications, business information, or other proprietary information designated as confidential or which reasonably should be understood to be confidential ("Confidential Information"), you agree:
(a) to use such information solely for purposes authorized by zPayments;
(b) not to disclose such information to any third party except as required by Applicable Law;
(c) to protect such information using reasonable safeguards no less protective than those used to protect your own confidential information.
Where disclosure of Confidential Information is required by Applicable Law, zPayments shall, to the extent legally permissible, provide you with prompt notice prior to such disclosure.
Confidential Information shall not include information that:
1. is publicly available without breach of these Terms;
2. was lawfully known to you before disclosure;
3. is independently developed without reference to the Confidential Information; or
4. is received from a third party without confidentiality obligations.
### RISK DISCLOSURES
You acknowledge and agree that the use of stablecoins, blockchain technology, digital assets, payment networks, and related financial infrastructure involves significant risks.
Such risks include, without limitation:
1. blockchain congestion, delays, forks, attacks, or network failures;
2. stablecoin depegging, volatility, insolvency, suspension, or loss of market value;
3. cybersecurity incidents, hacking, theft, fraud, phishing, malware, or unauthorized access;
4. liquidity shortages or market disruptions;
5. banking outages, payment rail failures, or correspondent banking restrictions;
6. regulatory investigations, restrictions, prohibitions, or changes in law;
7. technological failures or software vulnerabilities;
8. smart contract vulnerabilities or protocol failures; and
9. operational errors by users or third parties.
You assume all risks associated with your use of the Services.
### NO WARRANTIES
THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, zPayments DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF:
1. MERCHANTABILITY;
2. FITNESS FOR A PARTICULAR PURPOSE;
3. NON-INFRINGEMENT;
4. TITLE;
5. ACCURACY;
6. RELIABILITY;
7. AVAILABILITY; AND
8. UNINTERRUPTED OPERATION.
zPayments DOES NOT WARRANT THAT:
1. THE SERVICES WILL BE AVAILABLE AT ALL TIMES;
2. TRANSACTIONS WILL BE PROCESSED SUCCESSFULLY;
3. ERRORS OR DEFECTS WILL BE CORRECTED;
4. THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR
5. THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
### LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, zPayments, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SERVICE PROVIDERS, BANKING PARTNERS, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY: INDIRECT DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES, EXEMPLARY DAMAGES, PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, THE AGGREGATE LIABILITY OF zPayments ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF: (a) THE FEES ACTUALLY PAID BY YOU TO zPayments DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) USD 1,000. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY ASSERTED.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT zPayments' LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, OR FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, IN EACH CASE TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
### INDEMNIFICATION
You agree to indemnify, defend, and hold harmless zPayments, its affiliates, directors, officers, employees, agents, licensors, banking partners, payment processors, liquidity providers, contractors, successors, and assigns from and against any and all claims, liabilities, damages, losses, penalties, fines, judgments, settlements, costs, and expenses (including reasonable legal fees) arising out of or relating to:
1. your use of the Services;
2. your breach of these Terms;
3. your violation of Applicable Law;
4. your violation of third-party rights;
5. inaccurate or misleading information provided by you;
6. any transaction initiated through your Account; or
7. fraud, negligence, misconduct, or unlawful acts committed by you or persons acting on your behalf.
This indemnification obligation shall survive termination of these Terms.
### SUSPENSION AND TERMINATION
zPayments reserves the right, at any time and in its sole discretion, to suspend, restrict, limit, or terminate your access to the Platform or Services, with or without prior notice, if:
1. you breach these Terms;
2. zPayments reasonably suspects fraud, money laundering, terrorist financing, sanctions violations, or other unlawful activity;
3. required by Applicable Law, court order, regulatory directive, or governmental authority;
4. your activities present legal, regulatory, financial, operational, security, or reputational risks to zPayments;
5. information provided by you is false, incomplete, misleading, or cannot be verified;
6. a Third-Party Provider requests suspension or termination of services affecting your transactions; or
7. zPayments discontinues all or part of the Services.
You may discontinue use of the Services at any time.
Termination or suspension shall not affect:
(a) rights accrued prior to termination
(b) outstanding payment obligations
(c) indemnification obligations;
(d) confidentiality obligations; or
(e) any provision intended to survive termination.
### PRIVACY
Your use of the Services is subject to the zPayments Privacy Policy, as amended from time to time.
By using the Services, you acknowledge that zPayments may collect, process, store, transfer, and disclose personal information and business information as described in the Privacy Policy and as necessary to:
1. provide the Services;
2. conduct compliance reviews;
3. prevent fraud and financial crime;
4. comply with Applicable Law; and
5. protect the rights, safety, and security of zPayments, its users, and third parties.
### ELECTRONIC COMMUNICATIONS
You consent to receive communications, notices, disclosures, agreements, statements, and other information electronically.
Electronic communications may be provided through:
1. the Platform;
2. Email;
3. Dashboards;
4. application notifications; or
5. any contact details provided by you.
You agree that electronic communications satisfy any legal requirement that such communications be provided in writing.
### FORCE MAJEURE
zPayments shall not be liable for any failure, delay, interruption, suspension, or degradation of the Services arising from events beyond its reasonable control, including acts of God, natural disasters, pandemics or public health emergencies, war, terrorism, civil unrest, or governmental actions, labor disputes, utility outages, internet disruptions, blockchain network failures, cyberattacks, failures of banking partners, payment processors, or Third-Party Providers, or changes in Applicable Law. The affected party shall be excused from performance for the duration of such event and for a reasonable period thereafter.
### DISPUTE RESOLUTION
**I. Negotiation**
In the event of any dispute, controversy, claim, or disagreement arising out of or relating to these Terms, the Services, or the relationship between the Parties (a "Dispute"), the Parties shall first attempt to resolve the Dispute through good-faith negotiations.
Either Party may provide written notice of the Dispute to the other Party. Senior representatives of each Party shall meet and attempt to resolve the Dispute within thirty (30) days following receipt of such notice.
**II. Mediation**
If the Dispute is not resolved through negotiation within thirty (30) days, the Parties shall attempt to resolve the Dispute through confidential mediation administered by the ADR Institute of Canada (ADRIC) or another mutually agreed mediation provider. The mediation shall be conducted in English and completed within thirty (30) days of the appointment of the mediator, unless otherwise agreed by the Parties.
**III. Arbitration**
Any Dispute that is not resolved through negotiation or mediation shall be finally resolved by binding arbitration. The arbitration shall be administered by the ADR Institute of Canada (ADRIC) in accordance with its Arbitration Rules in force at the time the Notice of Arbitration is submitted. The seat (legal place) of arbitration shall be Toronto, Ontario, Canada. The arbitration shall be conducted in the English language. The tribunal shall consist of one (1) arbitrator, unless the Parties agree otherwise. The arbitrator shall have the authority to award any remedy available at law or in equity, subject to the limitations contained in these Terms. The arbitral award shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. Nothing in this section shall prevent either Party from seeking interim, injunctive, equitable, or conservatory relief from any court of competent jurisdiction where necessary to protect its rights pending final resolution of the Dispute.
**IV. Waiver**
To the fullest extent permitted by Applicable Law, all claims shall be brought solely on an individual basis and not as part of any class action, representative action, collective action, or private attorney general proceeding. Each Party expressly waives any right to participate in any class or representative proceeding.
### GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
### GOVERNING LANGUAGE
These Terms are drafted in the English language. Any translation of these Terms into another language is provided for convenience only, and the English language version shall prevail in the event of any conflict or inconsistency.
### ASSIGNMENT
You may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under these Terms without the prior written consent of zPayments.
zPayments may assign or transfer its rights and obligations under these Terms to any affiliate, successor, purchaser, or assignee without restriction.
### SEVERABILITY
If any provision of these Terms is determined by a court, tribunal, or other competent authority to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid provision that most closely reflects the original commercial intent of the Parties.
### WAIVER
No failure or delay by zPayments in exercising any right, power, or remedy under these Terms shall constitute a waiver of such right, power, or remedy.
### ENTIRE AGREEMENT
These Terms, together with the Privacy Policy and any additional policies, guidelines, or agreements expressly incorporated by reference, constitute the entire agreement between you and zPayments concerning the Services and supersede all prior or contemporaneous understandings, agreements, communications, and representations relating thereto.
### AMENDMENTS
zPayments may amend, modify, or update these Terms at any time by posting the revised Terms on the Platform or otherwise providing notice.
Where required by Applicable Law, zPayments will provide reasonable advance notice of any material amendment that adversely affects your rights or obligations.
Continued use of the Services following the effective date of any amendment constitutes acceptance of the revised Terms.
### NO PARTNERSHIP OR AGENCY
Nothing contained in these Terms shall be construed as creating any partnership, joint venture, agency, fiduciary, employment, or similar relationship between you and zPayments.
### NO THIRD-PARTY BENEFICIARIES
Except as expressly stated in these Terms, a person who is not a Party shall have no right to enforce, or to enjoy the benefit of, any term of these Terms, whether under any Applicable Law or otherwise.
### PROHIBITED BUSINESS CATEGORIES
In addition to the Restricted Activities set forth herein, Users shall not use the Services, directly or indirectly, in connection with any of the following businesses, activities, products, or services:
1. money laundering, terrorist financing, sanctions evasion, or financial crimes;
2. unlicensed money transmission, remittance, or financial services;
3. illegal gambling, betting, lotteries, sweepstakes, or games of chance;
4. adult content, pornography, escort services, or sexually explicit materials;
5. illegal drugs, narcotics, controlled substances, or drug paraphernalia;
6. counterfeit goods, stolen property, or intellectual property infringement;
7. weapons, firearms, ammunition, explosives, or military equipment;
8. darknet marketplaces or anonymization services designed to conceal unlawful activity;
9. fraudulent investment schemes, pyramid schemes, Ponzi schemes, or deceptive business practices;
10. transactions involving sanctioned individuals, entities, or jurisdictions;
11. any business or activity prohibited by Applicable Law.
zPayments reserves the right to determine, in its sole discretion, whether a User, business activity, or transaction falls within a prohibited category and may suspend, reject, restrict, or terminate access to the Services accordingly.
### RESTRICTED JURISDICTIONS
The Services may not be available in all jurisdictions.
Users may not access or use the Services if they are:
1. located in a Restricted Jurisdiction;
2. Residents of Quebec
3. incorporated, organized, or established in a Restricted Jurisdiction;
4. acting on behalf of a person located in a Restricted Jurisdiction; or
5. otherwise prohibited from using the Services under Applicable Law.
zPayments may restrict, suspend, or terminate access to the Services in any jurisdiction at any time in order to comply with legal, regulatory, sanctions, compliance, operational, or risk management requirements.
zPayments may publish or otherwise make available a list of Restricted Jurisdictions, which may be updated from time to time and shall form part of these Terms by reference.
### RECOVERY
If zPayments determines that a transaction, payout, credit, settlement, or transfer has been processed incorrectly due to:
1. system error;
2. operational error;
3. Fraud;
4. duplicate processing;
5. inaccurate instructions; or any other mistake,
zPayments reserves the right to:
(a) reverse the transaction where possible;
(b) recover funds from future transactions;
(c) offset amounts owed against any funds otherwise payable to the User; and
(d) pursue all available legal remedies.
The User agrees to promptly return any funds received in error and authorizes zPayments to take reasonable measures to recover such amounts.
### TAXES
Users are solely responsible for determining, reporting, collecting, remitting, and paying any taxes, duties, levies, assessments, withholding obligations, or similar governmental charges arising from their use of the Services.
zPayments does not provide tax advice and makes no representation regarding the tax treatment of any transaction.
Users should consult their own tax, accounting, and legal advisors regarding the consequences of using the Services.
### API SERVICES
Where zPayments makes application programming interfaces ("APIs") available, access to and use of such APIs shall be subject to these Terms and any supplemental API documentation, developer policies, or integration requirements published by zPayments from time to time.
Users shall not:
1. exceed rate limits or usage restrictions;
2. attempt to circumvent authentication or security measures;
3. use APIs in a manner that disrupts or impairs the Services;
4. reverse engineer API functionality;
5. use APIs for unlawful or unauthorized purposes.
zPayments may suspend, restrict, modify, or discontinue API access at any time.
### BETA SERVICES
From time to time, zPayments may offer services, features, products, integrations, payment corridors, APIs, or functionality designated as beta, pilot, test, preview, early access, or similar ("Beta Services").
Beta Services may:
1. contain bugs, defects, or errors;
2. experience interruptions or performance issues;
3. be modified or withdrawn without notice; and
4. not be suitable for production use.
Beta Services are provided on an "as is" and "as available" basis without warranties of any kind.
### WAIVER
To the fullest extent permitted by Applicable Law, any claim arising out of or relating to these Terms or the Services shall be brought solely in an individual capacity and not as a plaintiff or class member in any purported class action, collective action, representative action, private attorney general action, or similar proceeding.
The Parties expressly waive any right to participate in a class action or representative proceeding.
If this class action waiver is found to be unenforceable as to a particular Dispute, then that Dispute shall be resolved in a court of competent jurisdiction rather than through arbitration, and the remainder of this Dispute Resolution section shall continue to apply to all other Disputes.
### SURVIVAL
The following provisions shall survive the termination, suspension, expiration, or discontinuation of these Terms and the Services:
1. Intellectual Property;
2. Confidentiality;
3. Fees and Payment Obligations;
4. Risk Disclosures;
5. No Warranties;
6. Limitation of Liability;
7. Indemnification;
8. Dispute Resolution;
9. Class Action Waiver;
10. Governing Law;
11. Taxes; and
12. any other provision that by its nature is intended to survive termination.
## CONTACT INFORMATION
Questions, complaints, notices, or requests relating to these Terms or the Services may be directed to:
Zoth Payments Limited
1591 – 329 Howe Street, Vancouver, BC, V6C 3N2, Canada
Email: