TERMS AND CONDITIONS
ZODAKA END-USER LICENSING AGREEMENT
This End-User License Agreement (“EULA”) is a legal agreement between you and Zodaka, the author of Zodaka software, including all HTML files, XML files, Java files, graphics files, animation files, data files, technology, development tools, scripts and programs, both in object code and source code (the “Software”), as well as the deliverables provided pursuant to this EULA, which may include associated media, printed materials, and “online” or electronic documentation (“Documentation”).
By installing, copying, or otherwise using the Software, you agree to be bound by the terms and conditions set forth in this EULA. If you do not agree to the terms and conditions set forth in this EULA, then you may not download, install, or use the Software. The Software is licensed, not sold.
1. Grant of License.
A) Scope of License. Subject to the terms of this EULA, Zodaka hereby grants to you a
royalty-free, non-exclusive license to use the Software. You do not need to pay a license fee for the use of the Software.
B) Use. You may use the Software solely to do business with an entity that has a contractual
relationship with Zodaka, under which that entity is licensed to use the Software and is a member of the Zodaka Network (“Network Member”). You are prohibited from using the Software in any way or for any purpose other than in a manner approved by a Network Member.
C) Age requirement: Where products purchased have state age restrictions, you agree to
only use the Zodaka payment system in compliance with state age requirements.
2. Description of Rights and Limitations.
A) Limitations. You may not, directly or through other parties, reverse engineer,
decompile, or disassemble the Software.
B) Update and Maintenance. Zodaka shall provide updates and maintenance on the
Software from time to time as, in Zodaka’s opinion, such updates and maintenance are needed.
3. Feedback and Data.
You may, and are encouraged to, provide to Zodaka suggestions, comments, and feedback regarding the Software, including but not limited to performance, usability, bug reports and test results, with respect to the Software (collectively, "Feedback"). Additionally, Zodaka will collect data from you (“Data”), and you consent to this Data collection.
You hereby grant to Zodaka the worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to: (i) make, use, copy, modify, distribute, sub-license, and create derivative works of, the Feedback and/or the Data, as part of any Zodaka product, technology, service,
specification or other Documentation (individually and collectively, "Zodaka Products"); and (ii) publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell or sell, rent, lease, or lend copies of the Feedback and Data derivatives as part of any Zodaka Product or marketing or sales effort. Further, you confirm that your Feedback and Data are not subject to any license terms that would require Zodaka to comply with any additional obligations with respect to any Zodaka Products that incorporate any Feedback or Data or derivatives of Feedback or Data.
Data that includes names, addresses, telephone numbers, and email addresses will not be furnished or sold to any third party company that is not a Network Member.
Bank login information (credentials) will only be used to authenticate your bank account and will not be seen, stored, kept, or held by Zodaka. By logging into your bank account, Zodaka will have the ability to query and with your authorization extract funds from your bank account at the time of a purchase by you. These funds will be deposited into your chosen merchant’s bank account upon completion of a purchase. When making a purchase using the Software, you acknowledge that you are purchasing and redeeming a stored-value instrument as credits that will only be redeemable at the Zodaka-approved stored-value provider you are transacting with. You acknowledge that you are not paying for product(s) directly. You also acknowledge that you are purchasing and redeeming uniquely generated credits directly from the business you are transacting with and not from Zodaka. Zodaka uses these credits to track and tokenize transactions across our closed loop network in order for us to securely move the data required to provide our services.
In order to provide certain services based on your requests Zodaka may be required to share data with its partners. You are expressly agreeing and consenting to this by using our service and you understand that we cannot provide our service without sharing some data with our partners.
4. Title to Software. Zodaka represents and warrants that it has the legal right to enter into and perform its obligations under this EULA, and that your use of the Software, in accordance with the terms of this EULA, will not infringe upon the intellectual property rights of any third parties.
5. Intellectual Property. All now known or hereafter known tangible and intangible rights, title, interest, copyrights, and moral rights in and to the Software, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Zodaka. The Software is protected by all applicable copyright laws and international treaties. You agree you will not remove or alter any copyright notices on the Software and Documentation.
6. Support. For any problems contact your stored value provider.
7. Agency Relationship.
Zoda Pay Inc. DBA Zodaka acts as a facilitator to help you make payments to third parties who are registered on our network. Zodaka acts as your agent based upon your direction and your requests to use our Services that require us to perform tasks on your behalf. Zodaka will at all times hold your funds separate from its corporate funds, will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose. You acknowledge that (i) Zodaka is not a bank and the Service is an internet based transaction management, facilitation, and reconciliation service rather than a banking service, and (ii) Zodaka is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian.
By initiating and sending payments through the Service, you appoint Zoda Pay Inc. DBA Zodaka as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate or to a Pooled Account operated by Zoda Pay Inc. or one of it’s partners where the funds will be forwarded to the designated party of your choosing subject to Zoda Pay Inc’s funds disbursement timetable, in accordance with the terms and restrictions of this Agreement and our agreements with our merchant clients. Depending on the type of third party that you are sending a transaction to, Zodaka will either initiate a direct transaction between you and the third party or Zodaka will obtain the funds first by debiting your connected checking account and crediting a Zoda Pay Inc. or partner operated Pooled Account. When you initiate a payment, until that payment is accepted by the recipient (which often occurs instantly), you remain the owner of those funds and you are expressly giving Zodaka the right to hold those funds as your agent, but you will not be able to withdraw those funds or send the funds to any other recipient unless the initial transaction is cancelled by the receiving party.
By receiving payments through the Service, you appoint Zoda Pay Inc. DBA Zodaka as your agent to cause the funds to be deposited on your behalf from the Pooled Accounts operated for your benefit by Zoda Pay Inc. DBA Zodaka. You will not receive funds from Pooled Accounts until the funds have settled and cleared in the pooled account at which point, we then transmit your funds to your connected checking account via direct transfer according to our funds disbursement timetable, which you have agreed to. You remain the owner of all funds designated to you by third party senders once they have settled into one of our Pooled Accounts and provided you have manually or programmatically accepted the transaction. You are expressly giving Zodaka the right to hold those funds as your agent, in order for us to provide internet based transaction management, facilitation, and reconciliation services to you. As all funds are designated for you (the receiving party), once they settle in one of our Pooled Accounts, you are responsible for any losses that may arise due to transaction issues or failures. As part of our service we can forward your failed transactions to a collection agency on your behalf if you instruct us to do so or Zodaka can contact the payor in order to try the transaction again.
7.1 Zodaka is a software platform that only provides transaction management, facilitation, and reconciliation services. Zodaka acts as a financial technology provider by creating, hosting, maintaining and providing our Service to you via the Internet. We are the agent for both the payee and the payor in any transaction so that we can provide our services to best ensure that the transaction is successful and that both parties are protected. We do not have any control over the products or services that are paid for with our Service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.
8. Duration. This EULA is effective for twelve (12) months or until (a) it is automatically terminated or suspended if you fail to comply with any of the terms and conditions set forth in this EULA, or (b) it is terminated or suspended by Zodaka, with or without cause. The EULA will automatically be extended from year to year unless terminated.
In the event this EULA is terminated, you agree that you will stop using the Software and will destroy all copies of the Software.
9. Governing Law and Arbitration. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of California, conflicts of law excluded.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (including the Optional Rules for Emergency Measures of Protection). The arbitration hearing shall take place in Oakland, California, before a single arbitrator. Judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees.
10. Non-Transferable. This EULA is not assignable or transferable by you, and any attempt to do so is void.
11. Severability. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
12. WARRANTY DISCLAIMER. ZODAKA, THE AUTHOR OF THE SOFTWARE, HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACCEPT ANY AND ALL RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE.
13. LIMITATION OF LIABILITY. ZODAKA SHALL NOT BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH YOU, ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL ZODAKA’S AGGREGATE LIABILITY TO YOU, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH YOU, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY YOU TO ZODAKA FOR USE OF THE SOFTWARE IN THE MOST RECENT CALENDAR YEAR.
14. Non-Sufficient Funds in Your Account. You agree to hold Zodaka harmless in the event you have licensed the Software and there are not sufficient funds in your bank account prior to the attempted transfer of those funds into a merchant’s account. Zodaka shall have the right to pursue your unmet payment obligation by one or more of the following methods:
(a) Notify you by letter, text, or email of the “Non-Sufficient Funds”;
(b)Zodaka will charge you a non-sufficient funds fee of twenty five dollars (US$25). Your Zodaka account will be temporarily blocked from use until the funds are received at merchant’s account. We will transfer your unpaid obligation to a collection agency, and your credit report may be adversely affected for non-payment.
15. Entire Agreement. This EULA constitutes the entire agreement between you and Zodaka, and supersedes all prior understandings of you and Zodaka, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA.
For additional information regarding this EULA, please contact: