Last Updated: July 17th, 2024.
About us. Zendi provides services that facilitate the seamless exchange of local currencies and dispersion services and Platform, among others. Zendi operates solely within local boundaries, partnering with licensed entities. For more information about Zendi and our services, please visit our website. MAIN CUSTOMER AGREEMENT PLEASE REVIEW THE TERMS AND CONDITIONS OF THIS MAIN AGREEMENT CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. ZENDI’S EXPOSURE TO LIABILITY UNDER THIS MAIN AGREEMENT IS LIMITED AND YOUR ABILITY TO COMMENCE ACTION AGAINST ZENDI IS SUBJECT TO RESTRICTIONS. BY PROCEEDING TO USE OUR SERVICES AND ACCEPTING THIS DOCUMENT, YOU ACKNOWLEDGE AND PROVIDE YOUR UNEQUIVOCAL CONSENT TO BE BOUND BY OUR TERMS AND CONDITIONS IN THEIR ENTIRETY. THIS AGREEMENT SERVES AS AN EXPLICIT DECLARATION OF YOUR ACCEPTANCE OF ALL TERMS, CONDITIONS, POLICIES, AND NOTICES STATED HEREIN. YOUR ENGAGEMENT WITH OUR SERVICES FOLLOWING THE ACCEPTANCE OF THIS DOCUMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND ZENDI, UNDER WHICH YOU AGREE TO ADHERE TO THE STIPULATED TERMS WITHOUT RESERVATION. FAILURE TO ACCEPT THESE TERMS IN FULL WILL PRECLUDE YOU FROM UTILIZING THE SERVICES OFFERED BY ZENDI. THE GENERAL TERMS AND CONDITIONS DESCRIBED HEREIN APPLY UNIVERSALLY TO ALL CLIENTS AND PARTNERS OF ZENDI GROUP. HOWEVER, SPECIFIC TERMS AND CONDITIONS MAY APPLY TO DIFFERENT COUNTRIES AS EXPLICITLY DEFINED IN THE COMMERCIAL PROPOSALS TAILORED TO EACH JURISDICTION. Before using the services offered by Zendi, users must read and fully understand these terms. 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-date and that I possess the requisite authority to submit this application on behalf of the named entity 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 means that there is no express or implied warranty whatsoever regarding the provision of the service. 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 are contingent upon the submission of all required documentation. Zendi, along with its partner Banks and Trusts, retains the discretion to request further information or documentation as part of its review process. I recognize that in accordance with legal requirements, Zendi, and its partner Banks and Trusts are obligated to perform comprehensive security and customer due diligence checks on all associated parties as part of this application. This is to ensure compliance with all applicable laws and regulations concerning Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB), counter-terrorism financing, sanctions screening, and other legal mandates. I hereby grant permission to Zendi and its partner Banks and Trusts to conduct or commission, directly or indirectly, any inquiries deemed necessary to verify the information provided herein. This may include consulting commercial databases or credit reports. I also consent to the necessary actions taken by Zendi and its partners to fulfill their legal obligations. I acknowledge and agree that Zendi or its partner Banks and Trusts may be required to disclose information from this application to third parties, as needed, to comply with legal obligations. For further information on our licenses, partners, and the scope of our collaboration, please visit our website. Be advised that Zendi reserves the right to modify or update the details regarding our licenses and partnerships at any moment without prior notice. We encourage you 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 who is accepting and signing this document. 'You' must be authorized to enter into legally binding agreements on behalf of yourself or the entity you represent. By proceeding, 'you' agree to comply 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 and you acknowledge and agree that these terms and conditions will apply to your use of the Services. 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 the new terms. You must periodically review the terms, especially before using the platform services. NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties hereby agree as follows: Article I - InterpretationSection I.01 Defined Terms. All capitalized and undefined terms herein shall have the meaning ascribed thereto in Section I.04 Definitions. Section I.02 Parties. Any reference to a “Party” herein means you or Zendi, as the case may 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 feminine and neuter genders, the singular number includes the plural number, and vice versa, and the use 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 the jurisdiction on which the service is provided and the Client's jurisdiction related to money laundering, the financing of terrorism, or the proliferation of weapons of mass destruction. B. Anti-Corruption Laws: means all legal norms regarding bribery or corruption that are applicable to the Client or its personnel, shareholders, partners, and administrators, if applicable. C. Channel: Refers to legal entities or individuals with several associated Users for which is implemented. D. Commercial Partner(s): are those with whom we have a current agreement that individualizes or, as applicable, modifies the conditions established in this document and who, as part of the said agreement and their own service proposal, use or integrate the platform wholly or partially into their own interface, application, platform, or website, by any technology, including, but not limited to, application programming interfaces (APIs). E. Cookie: a small amount of data generated by a website and saved by your web browser. It is used to identify your browser, provide analytics, and remember information about you such as your language preference or login information. F. Company: When this policy mentions “Company,” “we,” “us,” or “our,” it refers to Zendi LLC, a company registered in Delaware that is responsible for your information under this Privacy Policy. G. Country: where Zendi is based in the USA. H. Currency: Unit of value that allows the acquisition of FIAT goods and services. I. Customer: refers to the company, organization, or person that signs up to use the Zendi Service to manage the relationships with your consumers or service users. J. Device: any internet-connected device such as a phone, tablet, computer, or any other 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 of with effect by both Parties, as defined in the Agreement. L. Exchange Rate: Ratio that exists between the difference in value derived from operations within FIAT currency in which the commercial relationship between Users and Users is transacted. M. FIAT means any currency declared as legal tender by the competent authority in its local Territory. N. FX or FX Rate shall mean the price of one FIAT currency in terms of another FIAT currency. O. Intellectual Property Rights or Brand means a Party’s patents, trademarks, trade secrets, copyrights, moral rights, and any other form of intellectual property rights, in any jurisdiction, including applications and registrationsP. IP address: Every device connected to the Internet is assigned a number known as an Internet Protocol (IP) address. These numbers are usually assigned in geographic blocks. An IP address can often be used to identify the location from which a device is connecting to the Internet. Q. Know Your Client (KYC): is a verification process employed by Zendi to confirm the identity of clients or users, including Ultimate Beneficial Owners (UBOs), and control persons. This procedure is essential in both individual and business-to-business-to-consumer (B2B2C) contexts. The primary goal of KYC is to prevent money laundering and other financial crimes by ensuring that all parties, especially the UBOs, and control persons, who hold ultimate control over the businesses, adhere to regulatory compliance standards. Through KYC, both Zendi and its clients can verify each other's identities, enhancing the security and integrity of 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. This process is essential for complying with anti-money laundering and anti-fraud regulations. KYB involves collecting and reviewing detailed information about a company’s ownership—including Ultimate Beneficial Owners (UBOs) and control persons —management, business activities, and other pertinent data to assess its risk profile. Through KYB, Zendi ensures that it fully understands the operational and ownership structure of the companies it engages with, thus enhancing transaction security and regulatory compliance. S. Know your transaction (KYT): The KYT process is a practice implemented by us that allows us to understand and monitor the transactions that are carried out through our services. This procedure is essential in preventing illicit activities, detecting suspicious operations, and complying with our obligations in preventing and controlling money laundering, the financing of terrorism, and the proliferation of weapons of mass destruction. T. Mandate: Contractual figure that will allow Zendi in a unique, exclusive, and specific manner to make use of the amount established by the Paying User for the acquisition of goods or services. U. Retailers or Users: Refers to legal entities or individuals, virtual stores, or physical retail establishments. V. Settlement: Involves obtaining FIAT currency from any type of valid transaction.Service Fees: refer to the costs associated with the monthly or per-transaction subscriptions required for the provision of Services. The amount of these fees will vary based on the country in which the services are provided, the specific types of services selected, and the terms outlined in the commercial proposal. This structured pricing ensures that the fees align with the tailored services and market conditions relevant to each client. W. Payer: A natural person who uses the service and products provided by Zendi as a payer of a good or service offered by the User. X. Platform or Website: Refers to the web page arranged by digital means and where you can access the various services and products provided by Zendi. Y. User or Client: Natural or legal person who interacts with the platform. Z. Zendi is the trademark representing a consortium of companies that facilitate the seamless exchange and dispersion services. The companies operating under theZendi trademark include Sendi US Corporation, Zendi LLC, KBT SA de CV, and EVIA S.A.S., among others. Each member company plays a crucial role in delivering our services to clients and users. Article II. ZENDI SERVICE DISCLAIMERS Section II.01 Important Information: In alignment with efforts to combat terrorism financing and 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 relevant information to verify the identity of individuals or the legitimacy of entities. Additionally, we may 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 verification process. Section II.03 Who are we? We are Zendi, a limited liability company incorporated under the laws 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 Zendi trademark, coordinating the collective efforts of the affiliated entities to provide comprehensive services in fiat exchange and dispersion services through Zendi’s licensed partners. Zendi is a leading fintech company offering comprehensive fiat exchange and dispersion services. Our integrated platform caters to businesses seeking seamless transactions with Sendi, a subsidiary of Zendi. Zendi is not registered with the Securities & Exchange Commission ("SEC"). Transactions involving securities entail risks: they are Not FDIC Insured - Not Bank Guaranteed - 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 investment outcomes is hypothetical. Prior to transacting, carefully consider your investment goals, as well as the associated fees and expenses. Our website serves to provide a general overview of 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 that transactions, securities products, instruments, or services discussed on this website are available or appropriate for sale or use in all jurisdictions, or are suitable for all investors or counterparties. Visitors to this website do so voluntarily and are responsible for adhering to relevant local laws and regulations. Any user interface (UI) screenshots provided are for illustrative purposes only, and any performance figures displayed should not be regarded as representative of actual performance. Section II.04 Purpose. This document establishes a Specific Mandate granted by the Client to Zendi to receive funds from the Client and execute one or more transactions for the specific purpose of dispersing these funds. This includes conducting all necessary actions for said dispersal.Section II.05 Restrictions. The Customer may not, and may not enable, directly or indirectly, a third party to: A. work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Zendi systems, programs, data, or services; B. act as a service bureau or pass-through agent for the Services with no added value to 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 or harmful; E. perform or attempt to perform any action that interferes with the normal operation of the Services or the Platform or affects other Zendi users’ use of the Services or the Platform; or F. copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services or the Platform except as expressly permitted by Zendi. Section II.06 ADDITIONAL TERMS. ZENDI WORKS WITH DESIGNATED FINANCIAL INSTITUTIONS IN ORDER TO PROVIDE SERVICES TO THE CUSTOMER. IN ORDER TO ACCESS ANY SERVICES PROVIDED UNDER THIS MAIN AGREEMENT, THE CUSTOMER MUST AGREE TO THE TERMS AND CONDITIONS APPLICABLE TO THE PARTICULAR DESIGNATED FINANCIAL INSTITUTION OR THIRD-PARTY PARTNER. BY EXECUTING THIS MAIN AGREEMENT, THE CUSTOMER EXPRESSLY AGREES TO THE TERMS AND CONDITIONS APPLICABLE TO THE DESIGNATED FINANCIAL INSTITUTION SET OUT IN THIS AGREEMENT AND SCHEDULES. Section II.07 ACKNOWLEDGEMENT AND AGREEMENT. IN ENTERING INTO THIS MAIN AGREEMENT, THE CUSTOMER ACKNOWLEDGES THE FOREGOING AND REPRESENTS AND WARRANTS THAT IT COMPLIES AND WILL COMPLY AT ALL TIMES RELEVANT HERETO, WITH THE ELIGIBILITY CRITERIA AND THE RESTRICTIONS, AND THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BY EXECUTING THIS MAIN AGREEMENT, IT IS AGREEING TO ALL THE TERMS AND CONDITIONS IN THE DESIGNATED FINANCIAL INSTITUTION AGREEMENTS CONTAINED IN THIS AGREEMENT AND SCHEDULES. Section II.08 Updates to Terms via Platform. Zendi may, from time to time, update some or all of the terms contained in this Main Agreement and its Schedules, and such updates may be announced and implemented through the Platform. The Customer will be required to accept these terms and conditions prior to using the Platform or any related Services. In the event that the terms and conditions relating to a specific Service are updated through the Platform, those terms and conditions shall prevail over the terms and conditions described in this Main Agreement and its Schedules. Section II.09 Subcontracting. Zendi may subcontract some or all of its obligations under this Main Agreement to third parties, including any Third-Party Service Provider. Section II.10 Services Dependent on Jurisdiction. Certain features or updates may be released in different jurisdictions at different times. The timing for these differing release dates may be due to regulation, business limitations, or no reason whatsoever. Zendi will not be liable for any damages or losses suffered by a Customer for not releasing a feature or update 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's compliance team and have accepted the present Terms and Conditions (T&C). The Client must issue Instructions through Zendi’s platform, which will include all required information such as the registration of the End User's details (name, ID, and bank account/wallet instructions). By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditions and the Partner Terms and Conditions. Section IV.02 Once approved, the Client may request quotes for transactions. Zendi will provide a rate, which the Client can either accept or reject. If accepted, the transaction terms, including the quoted amount, are final and cannot be canceled or altered. The Client is responsible for confirming the End User who will receive the funds, ensuring that the direction shared corresponds accurately with the information on file. Section IV.03 Upon confirmation, Zendi will execute the fund dispersal. If any information provided by the Client is incorrect and results in a rejected payment, Zendi is not responsible for the error. However, Zendi will reconfirm the corrected information and reinitiate the transfer, if possible. Section IV.04 Zendi is not liable for penalties, costs, or damages resulting from incomplete or delayed dispersals due to inaccuracies in the Instructions provided by the Client, whether communicated 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 per financial institution linked to their identification document. If we detect the existence of more than one account in the name of the same Client, we reserve the right to suspend or cancel one or all of the accounts linked to the services covered by these Terms and Conditions, with Zendi notice to the corresponding Client. As a prerequisite to the use of the platform, Clients must have accepted our personal data processing policy and, specifically, must have authorized 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 into specific destination mandates for Payment Instructions (each a "Payment Instruction Request") through which Zendi provides payment dispersion services. Section V.02 Upon completing a Payment Instruction Request, the User grants Zendi an irrevocable specific destination mandate that includes the following specific tasks: (i) to pay on behalf and order a certain sum of money in relation to which the Payment Instruction Request is completed; (ii) to collect the Funds on their behalf and order, subject to the Terms and Conditions of the Payment Instruction Service; and (iii) other gateway service functionalities 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 by the User. Section V.05 The User enters into the Payment Instruction Request by completing an online Payment Instruction Request form detailing the instructions regarding the Funds. Section V.06 Zendi reserves the right to not process those Payment Instruction Requests that are incomplete or in which there are discrepancies between the data provided by the Users 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 their consequences. Section V.08 Zendi will not verify the cause or obligation that originated the payment instruction, nor any other circumstances related to the payment instruction. Payment instructions entered in a Payment Instruction Request can only be executed through the platform, and no instruction sent by other means unrelated to the platform will be processed or 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 solely responsible for providing these documents and must inform Zendi beforehand about the purpose of the transaction. Section V.09 The Payment Instruction Request will not be considered complete, and Zendi will 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 may refuse to comply with the Payment Instruction Request without giving any reason or cause and therefore will not be liable in any way), and (ii) the total amount of Funds have been received and are available. Article VI. COMPLIANCE Section VI.01 As a Client, you acknowledge that all the information you provide Zendi may be or will be verified as part of the KYC or KYB, as applicable, regulated by Zendi internal procedures defined to prevent and identify operations with resources of illicit origin or potentially linked to financing terrorism, organized crime, drug trafficking, proliferation of weapons 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 any identification, verification, validation, or authentication actions that may be necessary as part of Zendi´s AML/FT Policy or, in general, our obligations under applicable legislation. These inquiries, verifications, validations, or authentications may be carried out by us directly or through any provider that we have contracted for this purpose, to whom you authorize us to transfer or transmit your information in order to comply with our KYB and/or KYC procedures and any related regulations that may be applicable. Section VI.03 Zendi expressly reserve the right to modify, update, or replace Zendi´s AML/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 share your data or information (personal or transactional) with the corresponding authorities, including the Financial Information and Analysis Unit, in compliance with the provisions of applicable 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 to internal procedures, including our AML/FT Policy, with applicable legislation, and with any other criteria that we consider appropriate. The types and levels of account will set transactional, quantitative, and operational limits on your activity, and we may adjust them automatically or discretionally, to the extent that you provide more information or documentation to support or justify your personal or transactional profile. We reserve the right to discretionally establish limits, restrictions, suspensions, or cancellations of individualized accounts to Clients based on their personal transactional profile. Section VI.06 Causes for rejection, suspension, and/or disabling of accounts. We reserve the right to deny, cancel, suspend, or disable any account when any of the following events occur: 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 terrorist organizations, criminal organizations, or those registries created by any authority for activities aimed at the prevention and control of money laundering, financing of terrorism, and proliferation of weapons of mass destruction, lists of commercial or economic sanctions, or similar lists, including those lists issued by the authorities of Colombia or any other jurisdiction in which KiilB operates at any time, the United Nations Security Council, the Financial Action Task Force (FATF), the Office of Foreign Assets Control (OFAC), the U.S. Treasury Department, or any other similar body or authority. C. Clients against whom any type of alert or flagging is generated in the automated monitoring systems that we maintain or that we subcontract with third parties, for being potentially related to illicit operations, the dark web, financing of terrorism, and any 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 the platform, 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 or people is carried out through an account. G. Abandonment of account: it will be considered that you have abandoned your account when it has not had activity for Zendi for six months, in which case, we may disable, 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 any kind. I. Any other reason at our sole discretion, without the obligation to share the specific cause with the Client. Article VII. DELIVERY, APPLICATION, AND WITHDRAWAL OF FUNDS Section VII.01 Once Zendi accepts a Payment Instruction Request from the User, the User must 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 such purpose and authorized by Zendi; or (ii) the funds available in their Zendi Account provided there 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 out within three (3) business days from the moment Zendi receives the authorization of the payment method used in the transaction. Section VII.03 Zendi will make reasonable efforts to ensure the fulfillment of the aforementioned term. However, the User understands that due to certain external factors to Zendi, delays may occur, for which the User exempts Zendi from any responsibility for the inconveniences or damages derived. Section VII.04 For security reasons, the Funds credited to the User's Account may remain indefinitely 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 Account must always be verified by the User through the Zendi platform, accessing with their e-mail address and personal security password. Section VII.06 Zendi and its related companies will not be responsible for the User's behaviors that originate or are linked with the information contained in fake emails or appear to be sent by Zendi that are, sent by third parties without relation to Zendi or its related companies; nor will they respond for the harmful consequences of such behaviors, nor for the circulation of the mentioned fake emails. Article VIII. INSTRUCTIONS FOR HANDLING FUNDS Section 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 active Account, agrees, accepts, and authorizes to receive Funds that other Users may send to their 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 may choose to (i) withdraw all or part of the available balance in their Account; or (ii) give new instructions to Zendi to use the Funds to make other payments. The User acknowledges and accepts that the withdrawal of the Funds will be subject to the prior payment of any debt that the 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 by those users who last time have received a high percentage of Claims and Disputes and/or have been detected to have used Zendi’s services for fraudulent, illegal activities and/or against the present Terms and Conditions. Article IX. CLIENT OBLIGATIONS Section 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 the accuracy of the information. C. Ensuring all transferred funds are from lawful sources, and not associated with money 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 Clients will be responsible for any damage, injury, or inconvenience caused by the provision of false, misleading, erroneous, incomplete, or inaccurate information, without prejudice to our authority to cancel, suspend, limit, or disable the account if the information you provide us has these characteristics. F. It is the Client's responsibility to transfer the necessary resources so that the agent can fulfil the designated assignment. G. To carry out the proper handling of the Instructions under its responsibility and in a secure manner. In accordance with the above, the client shall be responsible for the Information contained in the corresponding Instructions and Zendi shall not be liable for any delay, penalty, overcharge, or damage caused by the execution of any Dispersion with erroneous or inaccurate Information. H. To issue Instructions with the Minimum Information under its responsibility and in a secure manner. In accordance with the foregoing, the client shall be responsible for the Minimum Information contained in the corresponding Dispersion Instruction and the Principal shall not be liable for any delay, penalty, overcharge, or damage caused by the execution of any Dispersion with erroneous or inaccurate Minimum Information. I. Undertakes to carry out all activities aimed at ensuring that all resources transferred to Zendi are dispersed, as well as the recipients of the funds or clients, personnel in charge, employees, partners, shareholders, administrators, suppliers, etc., and their resources, are not related to or originate from illicit activities and that the transaction is not used to circumvent or violate any local legislation or regulation; particularly, money laundering, financing of terrorism and financing of the proliferation of weapons of mass destruction. J. The client is responsible for and commits to complying with current regulations regarding the prevention of money laundering and the financing of terrorism. This includes implementing mechanisms to detect suspicious transactions. The client must avoid any actions that could be considered or could lead to money laundering or the financing of terrorist activities. Furthermore, the client must ensure at all times that their activities and resources are not connected to, nor originate from, any illegal activities. K. Authorize the management of the funds to Zendi. In any case, Zendi is only authorized to make the dispersion of the Resources Subject to Dispersion and to make 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 and necessary 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 in those cases where there is clarity or suspicion that the funds come from illicit sources or have 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 have reasonable doubts about their operations, as well as the origin of their assets and/or that any of 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 in binding 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 with international law, that any of them should be included in the lists of the United Nations, and the right to unilaterally terminate the agreement without being obliged to compensate any type of damage to the party that generated it. Article X. CLIENTS DECLARATIONS AND OBLIGATIONS IN AML/FT MATTERS Section X.01 AML/FT and anti-corruption declarations. You declare and guarantee that neither you, your representatives, administrators, directors, partners, or shareholders, in case 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, or have been convicted for such conduct, in accordance with Anti-Corruption Laws. C. Have offered, promised, paid, or authorized the payment of money, given, or agreed to give gifts or anything of value in violation of Anti-Corruption Laws. D. Have not received, transferred, maintained, used, or hidden resources derived or arising from any illicit activity, nor have maintained professional relationships with individuals or legal entities involved in activities considered as money laundering or the financing of terrorism and the proliferation of weapons of mass destruction, in accordance with AML/FT Laws. Section X.02 AML/FT and anti-corruption obligations. By subscribing to this Agreement, you undertake 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) another benefit or utility, in exchange for performing, omitting, or delaying any act related to the 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 Funds A. You declare that your income comes from lawful activities and that you are not included in lists for the control of money laundering, financing of terrorism, and the proliferation of weapons of mass destruction, managed by any national or foreign authority. B. All payments you make when using the platform will be made with money of lawful origin, according to the reasonably required knowledge to determine the origin of such resources. Article XI. USE OF THE PLATFORM Section XI.01 Prohibited uses. The use of the platform in any way that results in the violation of any applicable national, foreign, or international law or regulation, or in a manner that violates or affects the personal or property rights of third parties, is prohibited. Specifically, Clients and Commercial Partners are prohibited from engaging in the following activities:A. Erasing or editing any material included in the platform without due authorization. B. Attempting to test or affect the vulnerability of the platform without due authorization, or violating the security, identification, or authentication measures we have implemented. C. Using any type of resource, bot, or software to interfere with the proper functioning of the platform or with any activity carried out on it. D. Using reverse engineering techniques or similar tools to access our proprietary 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 or advertisements for products, events, or services; or using any program or application with the intention of damaging, interfering, intercepting, or appropriating any system, data, or information. G. Designating as their own accounts, addresses (i) that are not under their exclusive control, (ii) for which they are not the designated holder, or (iii) for which they are not the final beneficiary. H. Using on the platform resources of illicit origin or directly or indirectly related to drug trafficking, organized crime, terrorism, proliferation of weapons of mass 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 any other licensed intangible asset by an unauthorized third party. K. Not accessing or using the Website, the platform, or any other licensed intangible asset in violation of applicable laws, these terms and conditions, or any other agreement entered into between the Client and Zendi. L. Not transferring, selling, sublicensing, encumbering, alienating, or in any way creating rights over the use license, nor modifying, altering, rewriting, or decompiling the Website, the platform, licensed intangible assets, or the programs associated with them. Section XI.02 The Website and the platform may contain links or connections to websites of third-party entities or individuals. These links or connections are provided solely for your convenience, but we do not endorse, recommend, or assume any responsibility for the content of third-party websites. Clients who decide to access third-party websites through the links or connections do so at their own risk and according to the policies of each of these sites. Article XII. ZENDI OBLIGATIONS Section XII.01 Zendi shall: A. Provide services with utmost care and dedication, ensuring secure information processing. B. Execute the Client Instructions accurately, or communicate with the Client to address any issues arising from the Instruction content.C. Use transferred funds solely for the purpose of dispersal and service fee collection as authorized by the Client. D. To provide the Service with the utmost care and dedication, using secure information processing, coordinating, and performing the activities necessary for the satisfaction of the object of this Contract. E. We will make our best efforts to provide the Services with the quality you expect as a Client, with the understanding that our Services have no warranty and are provided in accordance with the provisions of these terms and conditions, as well as the other documents that are applicable. F. To carry out the order indicated by the Client through the Instructions and based on the Information contained in the latter or, in the event of not being able to carry them out totally or partially, as a consequence of the Information contained in the letter of instructions, to communicate with the Principal in order to try to overcome such obstacle. G. Shall use for the exclusive purpose of the dispersion and with the authorization of the Principal, the resources that are contributed to the account of Zendi. This authorization by the Client is understood to be limited exclusively for the purposes of the present contract to the resources subject to dispersion and the collection of the Services by the Agent. H. All others included in the present Contract and/or arising from its nature, from the performance of the assignment, and/or that guarantee its due execution. Section XII.02 Limitation of Liability: Zendi is not liable for: A. User or third-party faults, including market manipulation activities. B. Integration issues with third-party software. C. Administrative or commercial decisions based on platform information. D. Physical or logical network problems on the user’s side. E. Losses due to force majeure events or improper platform use. F. Circumvention or violation of any local laws and regulations regarding regulatory and/or tax requirements for payment and virtual assets services, reason why the Client must consult a local lawyer to evaluate such requirements. In case of suspected fraud, Zendi may take legal action and notify authorities. Zendi reserves the right to reject transactions or cancel accounts if there are signs of fraud or other issues. Article XIII. FUND TRANSFERS Section XIII.01 Clarification of Communication with Zendi: It is important to understand that direct communication with Zendi regarding any concerns or reports of unauthorized transactions does not imply that Zendi is engaged in, or responsible for, conducting licensed financial activities. The user hereby accepts and recognizes that Zendi is not a licensed company and uses licensed partner institutions to carry out regulated financial activities. Such communications serve solely to facilitate the initial reporting process. As a technology service provider, Zendi’s role in this context is to promptly relay your concerns to our licensed partner institutions responsible for carrying out the regulated activities. Zendi actsas an intermediary to ensure that your reports are addressed efficiently by the appropriate entities in accordance with our operational protocols and partnership agreements. Section XIII.02 Immediate Reporting Required: If you suspect that an electronic fund transfer has been conducted without your authorization, it is imperative that you inform Zendi immediately. The most efficient method to minimize potential losses is through prompt telephonic communication. The risk of losing all the funds in your account exists if action is not taken swiftly. By notifying Zendi within one business day after recognizing any unauthorized transaction, your loss will be limited to no more than $50. Failure to report unauthorized use within this timeframe may increase your liability up to $500, provided Zendi demonstrates that timely notification on your part could have prevented the unauthorized access 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 of the statement's mailing date may result in an inability to recover funds lost subsequent to this period. However, should extenuating circumstances, such as travel or hospitalization, when adequately supported, prevent timely communication, these deadlines may be extended to accommodate your situation. For detailed information on the roles of Zendi and its licensed partner institutions in facilitating these transactions, as well as updates on our licensing agreements, please refer to our legal page at https://zendi.tech Section XIII.03 Contact in the Event of Unauthorized Transfer. If you suspect any unauthorized 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 16192 Coastal Highway, Lewes, DE 19958, County of Sussex, Delaware, USA. For detailed information on our operational framework and partnership with licensed institutions, please visit our legal page at https://zendi.tech Section XIII.04 Business Days. For the purpose of these disclosures, our business days are Monday through Friday, excluding public holidays. Section XIII.05 Confidentiality. Zendi may disclose information about your account or the transfers you make to third parties where necessary for completing transfers; to verify the existence and condition of your account with entities like credit bureaus or merchants; to comply with government agency or court orders; or when you provide us with your explicit written consent. By accepting these terms, you grant Zendi full and unlimited authorization to share the necessary information with all our service providers, partners, and companies within our group to facilitate your use of our services, ensure compliance with regulatory requirements, or enhance your experience. This sharing of information will always be conducted with strict adherence to our Privacy Policy, ensuring your data is protected according 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 least quarterly. Article XIV. FINANCIAL INSTITUTION'S LIABILITY Section XIV.01 While Zendi acts as a facilitator by connecting clients with licensed partners for financial transactions, it is essential to recognize that the liability for any failed or incorrect transfers is determined by the terms of the agreement directly between the client and the licensed financial institution. In some instances, such agreements may be executed by Zendi on 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: insufficient funds 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 Instruction Requests, and/or wrong or incomplete payments caused by the erroneous entry of the e-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 that the Users may have assumed with third parties in connection with payments to be made or collected through the platform. Section XIV.04 The User acknowledges and agrees that by conducting transactions with other Users or third parties, they do so at their own will, freely giving their consent and under their own risk and responsibility. In no case will Zendi be responsible for lost profits, or for any other damage and/or loss that the User may have suffered due to transactions made or not made through the Zendi platform. The user acknowledges that the services provided are not 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 Payment Instruction Request, Zendi will not be responsible or verify the causes, amount, or any other circumstance related to such Request, as well as regarding the existence, quality, quantity, functioning, condition, integrity, or legitimacy of the goods or services offered, acquired, or disposed of by the Users and paid using Zendi, as well as the capacity to contract of the Users 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 actions against another or other Users, all and each of the Users involved in such claims or actions exempt all responsibility to the market. Section XIV.06 In no event shall we be liable for any act, error, or omission of third parties or Commercial Partners, including, without limitation, any service or product advertised through the Site, or the non-compliance of any third party in relation to the services advertised or available through the platform. Section XIV.07 We are not responsible for any damage, injury, or loss caused by failures in the platform arising from the server, intermittencies in the service, or the availability of the Internet. Nor will we be responsible for any virus that may infect the Clients' equipment as a result 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 demand payment 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 beyond what is indicated in the Service Level Agreements. Section XIV.08 The platform may occasionally be unavailable due to technical difficulties or Internet failures, or due to any other circumstance beyond our control; with the understanding that we will strive to restore it as quickly as possible, without this being attributable to us as any type of liability. Article XV. DISCLOSURE Section XV.01 The money received by Zendi is non-interest bearing unless a separate agreement specifying otherwise is made. Additionally, offering products with profitability in certain countries would also depend on obtaining specific licenses. Section XV.02 The fee structure, including any monthly maintenance or setup fees, is determined in accordance with the commercial proposal that you accept or sign separately.This approach ensures transparency and allows for a customized understanding of the fees associated with your account. There are no inherent minimum balance requirements for account upkeep as stipulated by Zendi; however, specific charges for additional services may 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 the Fees for a Service that Customer is currently using, Zendi will notify the Customer or the Integrator, 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 costs incurred 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 are non-refundable, except to the extent that a Payment Transaction is canceled by the Customer prior to the commencement of the processing of the Payment Transaction by Zendi . Section XV.06 Unpaid Accounts. Zendi shall have the right and authority, in its sole discretion, acting reasonably, to liquidate any and all assets in the Customer’s Account or accounts to cover any unpaid fees and expenses. Article XVI. TRANSACTION LIMITS AND ACCOUNT FEATURES Section XVI.01 Zendi reserves the right to impose transaction limits. The account does not include debit, ATM, or check features. Consent for electronic statements is required, with account closure as a consequence of withdrawal of such consent. Article XVII.TERM AND TERMINATION Section XVII.01 Term. This Main Agreement shall take effect on the Effective Date and shall continue in effect indefinitely unless otherwise terminated by either Party in accordance with the terms of this Main Agreement. Section XVII.02 Automatic Renewal. This Main Agreement shall automatically renew itself upon the expiry of the Initial Term for an additional period of 1 year and shall automatically renew itself for additional 1-year terms, until terminated in accordance with Article XVII hereof. Section XVII.03 Termination or Amendment of the Payment Services. Without limiting its other 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 without notice, for any of the following reasons: A. regulatory changes, including interpretive changes or changes to Zendi´s understanding of regulation, B. technical or technology changes, which could include technology rendering the Services obsolete or, in the alternative, difficult to deliver, or C. Third-Party Service Provider availability, including discontinuance of relationships with one or more Third-Party Service Providers. Section XVII.04 Termination. Either party may terminate this Main Agreement for any reason by 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 to apply until the end of the notice period. Section XVII.05 Obligations of the Parties on Termination. In the event that this Main Agreement 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 to the issuance of the Termination Notice; B. The Customer shall be obligated to pay all Fees associated with any Payment Transactions completed by Zendi in accordance with Section XVII.05(a), and C. Zendi shall, upon completion of the Payment Transaction, return any remaining customer funds held by Zendi, less any Fees owing by the Customer to Zendi, to the Customer within 10 Business Days of the completion of the Payment Transactions described in Section XVII.05(a), provided that the Customer has a provided a valid account or bank information to which the funds can be sent. Section XVII.06 Suspension. Zendi may immediately suspend the provision of any or all Services 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 any Applicable Law or Governmental Authority requirement; B. Zendi believes that the failure to suspend the provision of any or all Services to the Customer may result in a violation of any Applicable Law or Governmental Authority requirement C. a Governmental Authority or a Third-Party Service Provider requires or directs Zendi to do so; D. the Customer does not update in a timely manner the Customer’s implementation of the Services or the Platform to the latest production version Zendi recommends or requires; E. the Customer does not respond in a timely manner to Zendi´s requests for information, including Customer Information, user information, or any other information deemed relevant by Zendi, in Zendi ’s sole discretion. Failure to provide Zendi with adequate time to verify and process updated information shall be deemed to 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 the Parties; G. the Customer enters into an insolvency proceeding, which includes but is not limited to, bankruptcy, reorganization, receivership, or liquidation; H. Zendi believes that the Customer is engaged in a business, trading practice or other activity that presents an unacceptable risk to Zendi, in Zendi’s sole discretion; or a. 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 the Services, the Platform,, or any third party’s system (e.g., the Customer’s involvement in a distributed denial of service attack),v. enables or facilitates, or may enable or facilitate, illegal or Prohibited Transactions, as defined in Section XVIII below, or vi. is or may be unlawful. Article XVIII. FRAUD AND PROHIBITED TRANSACTIONS Section XVIII.01 Notwithstanding any other provision in this Agreement, the Client acknowledges and agrees that Zendi is not responsible for verifying the authenticity of transactions or the bona fides of any party involved in transactions facilitated under this Contract. In the event of fraud or any fraudulent transaction arising from or related to the transactions between the Client and their end clients, including but not limited to the misrepresentation of facts, identity theft, financial fraud, or any other deceitful practices, the Client shall assume full responsibility for all losses, damages, liabilities, costs, and expenses arising from such fraudulent transactions. The Client further agrees to indemnify, defend, and hold harmless the Zendi, its affiliates, officers, directors, employees, agents, and successors from any claims, demands, actions, costs, liabilities, losses, and damages of any kind (including attorneys' fees) resulting from such fraudulent transactions. Zendi disclaims any liability for such fraudulent activities and makes no representations or warranties regarding the prevention of such fraud. It is the Client's sole responsibility to implement adequate measures to detect and prevent fraudulent activities within the scope of their transactions. Section XVIII.02 The Client account is personal, unique, and non-transferable, which means that you may not assign it nor may you authorize third parties to operate or use it on your behalf and on your own account. Likewise, you are responsible for any unauthorized use made by a third party, voluntarily or involuntarily, or by any third party that may access your access credentials, for acts performed by you or attributable to you. You are obliged to inform us immediately of any unauthorized use of your account, as well as unauthorized access by third parties to it. Clients will be solely responsible for the activity and content managed from their account. Section XVIII.03 Prohibited Transactions. Certain types of Payments are considered to be prohibited transactions (“Prohibited Transactions”), and the Payment Services may not be used for the purpose of, or in connection with, any such Prohibited Transactions. A current list of Prohibited Transactions can be found at Prohibited Businesses List. Section XVIII.04 Representation and Warranties. The Customer represents and warrants that the Customer shall not use the Services to complete any Prohibited Transactions. Section XVIII.05 Acknowledgement. The Customer acknowledges and agrees that Zendi may, in its sole discretion: A. refuse to process any transaction as a result of a determination that the transaction would be a Prohibited Transaction; B. suspend the use of some or all of the Services or the Platform by the Customer; C. terminate the Customer’s use of the Services or the Platform; or D. take 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 of funds from electronic direct deposits, and wire transfers into your account on the day they are received by Zendi. You may withdraw available funds or use them for payments. Our business days are Monday through Friday, excluding Saturdays, Sundays, and federal holidays. Deposits made before the end of a business day we are open are considered received that day. Deposits made after business hours or on days we are closed will be processed 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 resolving deposit-related issues. For comprehensive details on the roles and responsibilities concerning fund transfers, including those handled by our partners, please visit our legal page at https://zendi.tech Section XIX.02 Special Rules for New Accounts. For new customers, during the first 30 days your account is open, we expedite the availability of funds from electronic direct deposits, and wire transfers to the same day we receive them. Section XIX.03 Foreign Items. For deposits drawn on financial institutions outside of the U.S., which are not payable at or through a U.S. branch or correspondent financial institution, availability will be subject to the specific services outlined in your agreement with Zendi. If managing foreign items is included as part of the hired services, funds from such deposits will be made available to you only after Zendi has received payment. This service provision aligns with our commitment to cater to the diverse needs of our clients while ensuring compliance with our operational policies and partnership agreements. Article XX. SERVICE LEVEL (SL) FOR OPERATING HOURS AND TRANSFER CYCLES Section XX.01 Operating Hours. Business days are defined as Monday through Friday, excluding holidays. We operate during the standard banking business hours of the chosen operation location. For example: i) Colombia: 8:15 AM to 5:00 PM COT; ii) Brazil: 9:00 AM to 5:00 PM BRT; iii) Mexico: 7:15 AM to 4:00 PM CST; iv) United States: 8:00 AM to 4:00 PM local time. Transactions initiated through our API may be processed 24 hours a day, 7 days a week, subject to system availability and maintenance periods. Section XX.02 Transfer Timelines Transfer timelines depend on the mechanisms available in each country and are subject to banking hours and regulations. Detailed timelines for each country are provided in Schedule A. Section XX.03 Dispersion Options Dispersion options will vary per country and are subject to local banking hours and regulations. Detailed dispersion options for each country are provided in Schedule A. Section XX.04 Dispersion Schedule The dispersion schedule will vary per country and is dependent on the local banking hours and 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 right to adjust dispersion times, with all changes communicated to the client along with the new projected dispersion dates. Section XX.06 Client Instructions. The Client’s instructions will dictate the timing and amounts of disbursements, adhering to the conditions outlined above. Section XX.07 Hyperlinks to other websites and uses of cookies. Clients accept that we may make 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 Services offered, analyzing market trends, analyzing the demographic information of those who visit the platform and make use of the services it offers, evaluating the effectiveness of advertising, the behavior of buyers on the platform and the result of the activities carried out there, determining who has opened the email sent and the format in which it is done. These tools allow obtaining, among others, information regarding the type of browser and operating system used, the IP address, the time spent on the platform, and the number of visits made to the platform, the use of the same, among others. Clients can configure their browser to disable and delete cookies, in which case, although it will be possible to continue visiting the platform, access to certain features of the platform may be restricted. Section XX.08 Property Rights. We own the Website and the related applications. Within the framework of this ownership, we authorize Clients to consult, review, and use the material that we disseminate on the Website solely for personal, non-commercial use. The content of this Site (texts, graphics, images, logos, icons, software, products, services, brands, trade names, and any other material or information) is protected under copyright laws, industrial property laws, and other applicable laws. Section XX.09 Use in one's own name. Clients who accept these terms and conditions accept and declare that they are acquiring the services to satisfy a personal need, and shall refrain from acquiring the services on behalf of a third party. In the event that a Client acquires the Services on behalf of a legal entity or a third party, they must prove that they are fully authorized to bind and/or represent said interested third party. If not authorized, the Client shall be personally liable for the obligations incurred under these terms and conditions. Article XXI. INDEMNIFICATION Section XXI.01 Indemnification by the Customer. The Customer shall indemnify and hold Zendi and its Affiliates, and their respective officers, directors employees, contractors, and subcontractors harmless from and against any and all liabilities, damages, claims, losses lawsuits, 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 of regulatory, legal and tax violations incurred by the Client; B. KillB’s gross negligence or wilful misconduct; or ; C. the Customer’s gross negligence or wilful misconduct; and D. any claim that the Customer infringed any Intellectual Property Rights of any third-party. Section XXI.02 Indemnification by Zendi. Subject to the cap on liability, Zendi shall indemnify and hold the Customer, and its respective officers, directors and employees harmless from and against any and all Losses for third-party claims arising out of: A. any breach of this Main Agreement; B. Zendi’s gross negligence or wilful misconduct; or C. any 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 or obligation 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 to any 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 Main Agreement without the prior written consent of Zendi, such consent to be provided in Zendi ’s sole discretion. ARTICLE XXIII. GENERAL Section XXIII.01 Electronic Execution and Counterparts. This Main Agreement may be executed electronically in any number of counterparts (including PDF, JPEG or other agreed electronic format) with electronic signatures, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts taken together shall constitute one agreement and shall be deemed to be an original. Section XXIII.02 Electronic Transmission. Any counterpart delivered electronically, whether executed by hand or by electronic signature, shall be considered to be a validly delivered counterpart of this Main Agreement. Section XXIII.03 Agreement Completion. No counterpart shall be effective until each Party has executed and delivered at least one counterpart to the other Party and this Main Agreement shall have no force or effect until all counterparts have been executed and delivered. Section XXIII.04 Entire Agreement. This Main Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Section XXIII.05 Liability for External Representations. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made 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 or provision in this Main Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the rest of this Main Agreement. Section XXIII.07 Effect of Deemed Deletion. If any term, provision or part of a term or provision in this Main Agreement is deemed deleted, the Parties shall negotiate in good faith to agree to a replacement term or provision that, to the greatest extent possible, achieves the 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 remedy provided under this Main Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Section XXIII.09 Conflict. If there is an inconsistency between the terms of this Main Agreement, including any Article or Section, or part of an Article or Section, and the Schedules and any documents referenced in the Schedules, the provisions in the terms of this Main Agreement shall prevail in preference to the Schedules and any documentsreferenced in the Schedules and the provisions of the Schedule shall prevail over the provisions of any documents referenced in the Schedules. In the event that any term in this Main Agreement or any Schedule is amended by way of update through the Platform, the Platform update shall prevail to the maximum extent possible, while still giving effect to the remaining provisions of this Main Agreement. Section XXIII.10 Governing Law. This Main Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of El Salvador and applicable federal laws of El Salvador. Section XXIII.11 Jurisdiction. Each Party irrevocably agrees that the courts of El Salvador shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Main Agreement or its subject matter or formation. Section XXIII.12 Amendments. No modification of or amendment to this Main Agreement shall 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 conditions and the Partner Terms and Conditions.SCHEDULE A - SPECIFIC TERMS FOR SERVICES IN USA, MEXICO AND COLOMBIA To ensure regulatory compliance and operational efficiency, Zendi reserves the right to establish mandate agreements with sister companies for executing local operations. This approach allows Zendi to seamlessly integrate its services across different regions. The special conditions outlined herein apply exclusively to the provision of services within the specified jurisdictions and are only effective when the services of these jurisdictions are actively engaged by the Client. By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditions and the Partner Terms and Conditions.COLOMBIA Entity 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 and authority, in accordance with its corporate objectives, to conduct the activities outlined herein. For the provision of services in Colombia, EVIA S.A.S., a company in full compliance with 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 to facilitate 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 around the development of a payment processing service, specifically designed for the dispersal of payments. 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"). This includes taking all necessary actions to effectuate the dispersion, which may involve engaging third-party service providers to participate in various stages of the dispersion process. Clients are required to provide the funds intended for dispersion, in accordance with the instructions 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 the Agent, commits to receiving these funds solely for the purpose of executing the assigned dispersals, strictly adhering to the client’s instructions. Transfer Timelines. Immediate Transfers: Transfers between accounts of the same bank will be processed immediately, regardless of the day or time initiated. Interbank Transfers: Transfers between accounts of different banks, initiated after 5:00 PM on Fridays, weekends, or holidays, will be processed within 1 to 2 business days, arriving between 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 the operating hours of 9:00 AM to 5:00 PM COT. The dispersion fee will be as previously agreed upon. 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 Slack channels. Each request will be evaluated on a case-by-case basis, with responses issued accordingly. Dispersion Schedule. Transactions instructed by 1:00 PM on business days will be dispersed on the same day. Transactions instructed on Saturdays and Sundays will be dispersed on the following Monday unless it involve same-bank transfers, which can be processed the same day. For weeks including a holiday, transactions initiated on the day before the holiday or 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 to abide by the applicable regulations concerning Information Security 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 of the parties, which are established in accordance 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 the legal 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 OF PAYMENTS IN THE LOCAL CURRENCY. By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditions and the Partner Terms and Conditions.MEXICO Entity and Authority: Zendi Group provides services in Mexico through its network of local partners, which are licensed and authorized to operate in the country. Although Zendi Group does not have a direct corporate presence or engage in direct marketing within Mexico, it acts as an independent agent connecting clients with Mexican partners for the execution of services. Our role strictly involves facilitating client access to local services without directly handling or collecting funds. In Mexico, Zendi Group's services are limited to the facilitation of connections between clients 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, or initiation of payments; iv)Savings services; v) Payment of interest, dividends, or any economic returns; vi) Management or operation of financial resources; vii) Investment advice; 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 personal information. Both parties agree to abide by applicable regulations concerning Information Security 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 of the parties, which are established in accordance with Mexico's Federal Law on Protection of Personal Data Held by Private Parties. This agreement is enforceable under Article 89 of Mexico's Federal Law for the Protection of Personal Data Held by Private Parties, which recognizes the legal validity of electronic messages and signatures. This ensures verification of identity, authenticity, integrity, and authorization for processing as defined by the platform. ZENDI GROUP EXPRESSLY CLARIFIES THAT IT DOES NOT ENGAGE IN ANY ACTIVITY IN MEXICO TRANSACTIONS OR RELATED ACTIVITIES. THE ENTITY SOLELY FOCUSES ON FACILITATING CONNECTIONS BETWEEN CLIENTS AND LOCAL PARTNERS, WITHOUT ANY PROVISION OF SERVICES BY ZENDI IN MEXICAN JURISDICTION. By clicking “I Agree,” you confirm that you have read, understood, and accepted all special conditions and the Partner Terms and Conditions.UNITED STATES OF AMERICA Acceptance of Special Conditions and Partner Terms and Conditions By accepting these terms, you acknowledge and agree that all special conditions related to US services are comprehensively detailed in the Partner Terms and Conditions. These terms can be accessed via the following link: Partner T&C. By accepting the present terms, you hereby declare that you have read, understood, and accepted all the terms and conditions outlined in the Partner Terms and Conditions. 1. Incorporation of Special Conditions You acknowledge that the special conditions are an integral part of the overall contractual agreement. These conditions are formulated to address specific requirements and regulatory compliances pertinent to US services, and they take precedence over any general conditions where applicable. 2. Scope of the Special Conditions The special conditions include, but are not limited to, detailed guidelines on: ● Service usage policies and restrictions ● Compliance with local, state, and federal regulations ● Specific obligations and duties related to the provision of US services ● Liability limitations and indemnification clauses ● Payment terms, fees, and refund policies ● Data protection and privacy measures specific to US regulations 3. Declaration of Acceptance By 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 in the Partner Terms and Conditions. 4. SLA Transfer Timelines. Immediate Transfers: Transfers between accounts of the same bank will be processed immediately, regardless of the day or time initiated. Interbank Transfers: Transfers between accounts of different banks, initiated after 4:00 PM on Fridays, weekends, or holidays, will be processed within 1 to 5 business days, arriving between 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 dispersed weekly within the operating hours of 10:00 AM to 4:00 PM EDT. The dispersion fee will be as previously agreed upon. 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 Slack channels. Each request will be evaluated on a case-by-case basis, with responses issued accordingly. Dispersion Schedule. Transactions instructed by 1:00 PM on business days will be dispersed on the same day. Transactions instructed on Saturdays and Sundays will be dispersed on the 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 holiday or over the holiday weekend will be dispersed on the next business day following the holiday. 5. Binding Nature of the Terms Your continued use of the services provided signifies your acceptance of these special conditions and the Partner Terms and Conditions, and you agree to be legally bound by them. This includes adherence to all specified service usage policies, compliance with applicable laws and regulations, and fulfillment of all responsibilities as set forth in the terms and conditions. 6. Updates and Modifications You 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 of the terms and conditions. Notifications of updates will be provided through the designated platform or via direct communication channels. 7. Severability and Precedence In 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 be invalid 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 special conditions and the Partner Terms and Conditions.