Terms of Service

About Zippy and the Legal Nature of the Platform

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", "your") and Zippy Technologies Inc. ("Zippy", "we", "us", "our") governing access to and use of all Zippy services, applications, software, websites, infrastructure, and related technology (collectively, the "Platform").

Zippy operates a digital identity, fraud-scoring and payment-messaging technology platform. The Platform provides technology tools designed to facilitate identity verification, transaction authorization records, behavioral analytics, real-time payment messaging, sanctions and politically exposed person screening, and audit-trail services. The Platform enables Users and Partner Institutions to access software-based functionality supporting digital onboarding, transaction tracking, risk monitoring and related technology features.

Funds transferred through or in connection with the Platform are processed by independent third-party financial institutions, payment processors, card networks, or service providers. Zippy does not control such third parties and does not guarantee settlement, processing time, availability or performance of external financial systems.

Zippy Credits, where offered, are in-application bonus units only. Credits have no monetary value, are not redeemable for cash, and cannot be transferred, sold or assigned outside the Platform. Credits are not legal tender, not deposits, not electronic money, not stored value, not payment instruments, and do not represent funds held on behalf of the User. Credits are governed by Section 6 and 6A.

Use of the Platform is conditioned on acceptance of these Terms, the Privacy Policy, Fee Disclosure, Acceptable Use Policy, and all related policies incorporated by reference. By registering, accessing, funding, transacting, or otherwise using the Platform, you agree to be bound by these Terms and all related policies.

If you do not agree, you must immediately discontinue use of the Platform.

1A. Corporate Structure, Affiliates & Contracting Entities

Zippy Technologies Inc. is incorporated under the laws of the State of Florida, with registered office at 218 NW 24th Street, 2nd and 3rd Floors, Miami, Florida 33127, United States. Zippy is a subsidiary of Billionaire Holdings Inc.

Zippy may conduct business through Affiliates operating under the Zippy brand or under separate trade names. The specific contracting entity responsible for providing services to you will be identified at the time of onboarding, account registration, or execution of a separate service agreement. Where you contract with an Affiliate, your contracting entity is that Affiliate and references in these Terms to "Zippy" should be construed accordingly.

Affiliated entities operating under the Zippy brand may provide operational, compliance, technical or administrative support functions to your contracting entity. You acknowledge that services may be allocated among Affiliates for operational efficiency, regulatory or business reasons.

Unless expressly agreed in writing, no Affiliate assumes the contractual obligations of another Affiliate. The use of a common brand, shared infrastructure or common website does not by itself create cross-liability between Affiliates.

Scope of Services & Platform Functionality

The Platform provides an integrated technology environment designed to support digital identity verification, transaction authorization infrastructure, payment messaging, risk scoring, and related compliance services. Specific Platform functionality may include:

• Identity verification services, including document verification, biometric matching and liveness detection
• User authentication procedures and device intelligence
• Behavioral risk analysis and fraud scoring
• Transaction authorization records and audit trails
• Real-time payment messaging through the ZIPN network where the User's relevant institution participates
• Sanctions, politically exposed person and watchlist screening
• In-application Credits as bonus units (Section 6)
• Merchant integration tools and transaction monitoring features
• Analytics and reporting features

Zippy does not act as a payment service provider, money transmitter, or e-money issuer in the legal sense unless expressly stated in writing in respect of a specific licensed product. ZIPN is a payment messaging and orchestration layer that routes instructions between participating financial institutions; settlement of value occurs through those institutions and through central bank or commercial settlement systems.

Zippy may modify, suspend, restrict or discontinue any feature or service where reasonably necessary for security, compliance, operational integrity, legal requirements or risk management. Material changes to Platform functionality will be communicated through the Platform where reasonably practicable.

Access to specific services may require additional agreements, enhanced verification, or supplemental disclosures. Some features may not be available in all jurisdictions.

The Platform is intended solely for lawful use. You remain solely responsible for determining whether your use of the Platform is lawful in your jurisdiction.

2A. Modular Services & Scope Limitation

Zippy provides modular service offerings that may be engaged independently or in combination. These services may include identity verification systems, fraud detection infrastructure, payment messaging technology, trust analytics, compliance tools and digital service enablement features.

Where you or a business client contracts for only a portion of Zippy's service offerings, Zippy's responsibility is strictly limited to the specific services expressly agreed upon. Zippy does not assume responsibility for the User's overall regulatory compliance, business model legality, licensing requirements, operational outcomes or third-party integration performance outside the scope of the engaged Service.

Provision of technology infrastructure does not create a fiduciary duty, supervisory obligation or agency relationship. Zippy's role is limited to the delivery of infrastructure services as described in the applicable service scope.

Regulatory Status & Third-Party Relationships

Zippy provides technology services and may rely on regulated third-party providers to facilitate payment processing, identity verification, banking connectivity, screening data feeds or settlement services. Such providers may include financial institutions, payment processors, acquiring banks, card networks, identity verification vendors, sanctions and PEP database providers, and other service partners (collectively, "Third-Party Providers").

Zippy does not hold customer funds as deposits unless expressly disclosed in writing in respect of a specific licensed product. Where transactions involve movement of funds, those funds are processed, held or settled by Third-Party Providers operating under their own regulatory frameworks and contractual terms.

Third-Party Providers operate independently and may impose their own requirements, restrictions, delays, fees and compliance procedures. Zippy is not responsible for the acts, omissions, availability or performance of Third-Party Providers except where required by applicable law.

Zippy reserves the right to refuse service, block transactions, restrict access or terminate accounts where required to comply with applicable law, regulatory obligations, sanctions programs or Partner Institution requirements.

Eligibility, Account Registration & User Obligations

To use the Platform, you must be legally capable of entering into a binding contract and must be at least eighteen (18) years of age, or the age of majority in your jurisdiction (whichever is higher). By using the Platform, you represent and warrant that you meet these requirements.

You may use the Platform only on your own behalf and for your own account unless explicitly authorized by Zippy in writing. You may not act as an undisclosed agent, intermediary or representative for any third party.

You agree to provide accurate, complete and truthful information during registration and throughout your use of the Platform. You must promptly update any information that becomes inaccurate or outdated. Zippy may request additional information, documentation or verification at any time.

Zippy maintains a mandatory identity verification framework that may include government identification, biometric verification, device authentication, behavioral analysis and source-of-funds verification. You authorize Zippy to conduct verification procedures directly or through Third-Party Providers.

Zippy may refuse registration, restrict functionality, suspend transactions or terminate accounts where verification cannot be completed, where information is inaccurate, or where risk concerns arise.

You must maintain the security of your credentials, devices and authentication methods. You are responsible for all activity occurring under your account except where prohibited by applicable law. You must notify Zippy immediately of any suspected unauthorized access or security breach using the contact information in Section 36.

You agree not to use the Platform for unlawful activity, fraud, deception, unauthorized transactions or prohibited business activities. Violation of these obligations may result in account suspension, transaction reversal, or termination, subject to applicable law.

Identity Verification, Compliance Controls & AML Framework

Access to and continued use of the Platform is subject to mandatory identity verification, compliance review and risk monitoring procedures designed to prevent fraud, unauthorized transactions, money laundering, terrorist financing, sanctions violations and other misuse of the Platform.

By registering for or using the Platform, you consent to identity verification procedures performed by Zippy directly or through authorized Third-Party Providers. Verification may include collection and validation of personal information, government-issued identification, biometric or facial verification (including liveness detection), device authentication, behavioral analysis, transaction monitoring, and source-of-funds verification.

Zippy's AML and counter-terrorist financing program operates in alignment with applicable legal frameworks, including (as applicable to your jurisdiction and to the relevant Partner Institution serving you):

• United States: the Bank Secrecy Act, the USA PATRIOT Act, the Anti-Money Laundering Act of 2020 and FinCEN regulations
• Canada: the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and FINTRAC guidance
• European Union: the existing 4th and 5th AML Directives and, from full application, the AML Regulation (EU) 2024/1624
• United Kingdom: the Money Laundering Regulations 2017 and SAMLA 2018
• Caribbean: the relevant Proceeds of Crime Acts and FIU guidance of each jurisdiction
• Other applicable AML frameworks in the relevant operating jurisdiction

Detailed regional AML/CFT obligations of Zippy and Partner Institutions are addressed in Zippy's regional AML/CFT Policies (available on request to authorized parties under appropriate confidentiality).

You acknowledge that Zippy is required to monitor transactions for indicators of money laundering, terrorist financing and other financial crime, and that the relevant Partner Institution serving you is subject to suspicious activity reporting and other reporting obligations under applicable law. Zippy may provide information to Partner Institutions and to authorities where required by law, subject to the privacy protections set out in Section 16 and the Privacy Policy.

Zippy may apply enhanced due diligence to higher-risk customer relationships, including (as applicable) politically exposed persons, customers in higher-risk jurisdictions, and customers in higher-risk sectors. Enhanced due diligence may include additional information requests, source-of-funds verification and senior management approval through the relevant Partner Institution.

Zippy Credits: In-Application Bonus Units

Zippy Credits ("Credits") are in-application bonus units that may be issued by Zippy to Users at Zippy's sole discretion as part of promotional, loyalty, referral, engagement, beta, testing or similar programs operated within the Platform.

Credits are non-monetary in-application bonus units. Specifically, Credits:

• Have no monetary value
• Are not legal tender or currency
• Are not deposits, e-money, stored value, electronic money tokens or payment instruments under any applicable law
• Are not redeemable for cash, bank credit, cryptocurrency or any other monetary instrument
• Cannot be sold, traded, transferred, exchanged, assigned, gifted, pledged or otherwise dealt with outside the Platform
• Cannot be cashed out, withdrawn, exchanged for fiat currency, or converted into any form of monetary value
• Cannot be earned through purchase from Zippy or any other party (Credits may only be granted by Zippy as a discretionary bonus)
• Do not represent funds held by Zippy or any third party on behalf of the User
• Confer no ownership, equity, securities interest, profit-share, dividend or financial entitlement of any kind
• Are not subject to deposit insurance or any equivalent protection scheme

Credits may only be used inside the Platform to access designated in-application features, content, services, ranking levels, recognition badges or similar non-monetary benefits, as determined by Zippy from time to time and disclosed within the Platform interface.

Credits are personal to the User to whom they are granted. Credits may not be combined across accounts. Use of multiple accounts to accumulate Credits is prohibited.

Zippy may modify the design, availability, balance, value (as relative in-app value), redeemable benefits, expiration, eligibility criteria or any other characteristic of the Credit program at any time, with notice through the Platform where reasonably practicable. Zippy may suspend, restart, restructure or terminate the Credit program at any time.

The grant of Credits does not create any contractual right to future Credits or any expectation of continued issuance. Credits are gratuitous bonuses, not consideration for any transaction.

6A. Credit Issuance, Forfeiture & Limitations

Zippy may issue Credits in connection with, among other things:

• Successful completion of identity verification
• Referral of new Users to the Platform (subject to Section 11A)
• Engagement with Platform features, content or surveys
• Promotional campaigns or marketing programs
• Beta testing and feedback
• Such other activities or events as Zippy may determine

Credits are subject to the following limitations:

• Credits may have expiration dates communicated at the time of grant. Expired Credits are forfeited without compensation
• Credits may have usage caps, time-of-day restrictions, or feature-specific restrictions communicated within the Platform
• Credits are forfeit on account closure, account termination, or suspension for violation of these Terms, without compensation
• Credits are forfeit on death of the User; no inheritance, succession or transfer to the estate
• Credits earned in connection with fraud, abuse of referral programs, multiple accounts, circular referrals, manipulation or other prohibited conduct are void from inception and may be removed from the User's balance without notice
• Credits are not subject to escheatment, unclaimed property law or dormant balance reporting requirements (as Credits are not property within the meaning of those laws)

Because Credits have no monetary value, Credit forfeiture does not constitute a financial loss to the User. Zippy is not liable to any User for the forfeiture, reduction, expiration, removal or termination of Credits.

Where local law treats specific categories of in-application bonus units as regulated value (for example, in certain jurisdictions where bonus units are deemed gift cards or vouchers), Zippy will comply with applicable requirements for such jurisdictions. Such treatment, where applicable, is disclosed within the Platform interface.

Funding, Payment Authorization & Transaction Evidence Framework

Where the Platform supports funding transactions, payments or transfers of monetary value, such transactions are processed exclusively by Third-Party Providers (banks, payment processors, card networks). Zippy provides messaging, authorization records and fraud-scoring services in connection with such transactions but does not itself process, hold or settle funds.

Funding sources may include bank accounts, debit cards, credit cards or other payment methods supported by the relevant Third-Party Provider. Each funding method may be subject to additional verification, including ownership verification. Zippy or the relevant Third-Party Provider may decline funding sources where ownership cannot be verified.

By initiating a transaction, you represent and warrant that you have authorized the payment, that you are the lawful owner or authorized user of the funding source, and that the funds used originate from lawful activities.

To protect Users, Partner Institutions and the integrity of the Platform, Zippy maintains a transaction authorization and evidence framework designed to verify user intent and to reduce unauthorized transactions or payment disputes. This framework may include electronic confirmation of transactions, communication records, device and session identification, identity verification records, transaction logs, service delivery confirmations and related audit data.

You consent to Zippy maintaining records of transaction activity, communications, verification data and system logs as evidence of authorization, service delivery and transaction validity. Such records may be relied upon in connection with dispute resolution, fraud investigation, chargeback defense or legal proceedings where permitted by law and consistent with Section 27.

Where additional confirmation is requested, you agree to provide transaction verification or authorization statements in a timely manner. Failure to provide requested verification may result in suspension of services or restriction of account functionality, subject to applicable law.

Zippy does not guarantee transaction processing times, settlement finality or availability of external payment systems. Transactions may be delayed, rejected or reversed due to network rules, partner requirements, compliance review or risk management procedures.

Transaction Processing, Reversals & Settlement

Transactions conducted through the Platform may be processed through Third-Party Providers including financial institutions, payment processors and settlement networks. You acknowledge that such entities operate independently and may impose their own processing rules, timelines, fees and transaction controls.

A transaction is not considered final until confirmed by all relevant processing parties. Zippy may delay settlement, restrict access to transaction proceeds, or facilitate reversal of transactions where payment failure, chargeback, dispute, suspected fraud, compliance review or partner instruction occurs.

If a funding transaction is reversed, disputed or cancelled by a financial institution or payment provider, Zippy may, in coordination with the relevant Third-Party Provider, recover the corresponding value, reverse related Credits granted in connection with the transaction, restrict balances or pursue recovery of losses where permitted by law.

Zippy is not responsible for losses arising from payment reversals, processing delays, network failures or actions of Third-Party Providers beyond Zippy's reasonable control, subject to Section 19 and applicable law.

8A. Digital Asset Payments & Cryptocurrency Transactions

Where Zippy permits the use of digital assets or cryptocurrencies as a method of payment for specific services offered through the Platform (which Zippy may or may not enable at its discretion), any such transactions are processed exclusively through independent Third-Party Providers, blockchain networks, or licensed digital asset service providers approved by Zippy.

Zippy does not act as a cryptocurrency exchange, custodian, wallet provider, broker-dealer, investment adviser or financial institution. The acceptance of digital assets as a payment method by a Third-Party Provider does not create a custodial relationship between Zippy and the User.

Digital asset transactions are subject to enhanced AML screening, sanctions review, blockchain analytics monitoring or Third-Party Provider compliance checks. Zippy reserves the right to facilitate the delay, rejection, freezing or reporting of digital asset transactions where reasonably necessary to comply with applicable laws or regulatory expectations, including the Transfer of Funds Regulation (EU) 2023/1113 (Travel Rule) and equivalent provisions of other jurisdictions.

Nothing in these Terms shall be interpreted as Zippy offering investment services, trading services, or financial advice in connection with digital assets.

Fraud Prevention, Risk Monitoring & Security Controls

Zippy maintains a comprehensive fraud prevention and risk management framework designed to protect Users, Partner Institutions and the Platform ecosystem from unauthorized activity, deception, abuse and financial crime.

The Platform may employ automated and manual review procedures, behavioral monitoring systems, transaction pattern analysis, risk scoring models, device fingerprinting, identity verification tools and other security measures to detect suspicious activity.

You acknowledge that Zippy may evaluate transaction behavior, account usage patterns, identity data, communication records and technical information to identify potential fraud or misuse. Where Zippy's risk monitoring is based wholly on automated decision-making with significant effects, you have rights under applicable data protection law as set out in Section 16 and the Privacy Policy.

Where suspicious activity is detected, Zippy may restrict transactions, impose temporary holds, request additional verification, suspend services or terminate accounts where reasonably necessary to prevent harm or comply with legal obligations, subject to applicable law and the User's rights under Section 13.

You are prohibited from engaging in fraudulent conduct, including unauthorized use of payment instruments, submission of false claims, misuse of dispute procedures or attempts to obtain services without valid authorization. Any attempt to manipulate transaction systems, circumvent risk controls or misrepresent transaction intent may result in immediate termination and, to the extent permitted by law, recovery of losses.

Disputes, Payment Errors and Chargeback Handling

Zippy provides digital services and platform access that are typically delivered immediately upon transaction completion. Except where required by applicable law or network rules, purchases of digital services are generally final.

Nothing in these Terms limits any rights you may have under applicable law regarding unauthorized transactions, billing errors or consumer protections. Where legally required, Zippy will provide dispute resolution procedures consistent with applicable regulations.

If you believe a transaction was unauthorized or erroneous, you must promptly notify Zippy through the designated support channels and provide all requested information to facilitate investigation. Statutory consumer protections, including those under Regulation E in the United States, the EU Payment Services Directive, the Canadian Code of Conduct for the Credit and Debit Card Industry, and equivalent provisions of other jurisdictions, are not affected by this notification requirement.

You should notify Zippy of any suspected unauthorized transaction, billing issue, service delivery concern or dispute-related complaint without undue delay and in any event within the period required by applicable law (and otherwise within seven (7) calendar days after the transaction date or, if later, within seven (7) calendar days after becoming aware of the issue). This internal notification timeframe is intended to enable timely investigation, evidence preservation and support-based resolution. Failure to notify within this internal timeframe does not waive, limit or eliminate any rights that cannot be waived under applicable law or payment network rules.

Zippy may investigate disputes, review transaction evidence and determine whether reversal or correction is appropriate based on available records, verification data and applicable rules.

To protect the Platform from abuse, Users may not initiate false disputes, engage in unauthorized duplicate refund claims, or misuse chargeback procedures after receiving services or authorization. Where Zippy reasonably determines that a dispute is fraudulent or abusive (within the meaning of network rules and applicable law), Zippy may, subject to applicable law, suspend accounts, deny future access, recover associated losses, and provide transaction evidence to financial institutions or authorities where permitted by law.

You agree to cooperate in any investigation relating to transactions, disputes or suspected fraud, subject to applicable law and your right to seek legal advice.

In the event of a chargeback, payment dispute or reversal claim, Zippy may conduct an internal review of the transaction and may support the relevant Partner Institution in initiating a representation process where appropriate under card network rules or banking procedures. Zippy's chargeback defense support may include submission of:

• Verified identity records
• Payment authorization confirmations
• AVS and CVV verification results
• Fraud screening approvals
• Processor authorization codes
• Settlement confirmations
• Proof of service access or usage
• Written confirmations or acknowledgments provided by the User

The existence of User confirmation documents does not eliminate statutory rights but may be submitted as evidentiary support in accordance with card network procedures and applicable law.

Misuse of chargeback systems, including disputes following confirmed authorization and delivery without grounds permitted by network rules or applicable law, may result in account termination and restriction from future services, subject to applicable law and any required consumer notification procedures.

Zippy reserves the right to recover losses associated with fraudulent or abusive disputes to the extent permitted by law.

Fees, Pricing and Economic Terms

Use of the Platform may be subject to fees, charges, commissions, conversion costs or other pricing components determined by Zippy or its Third-Party Providers. Fees may vary depending on transaction type, funding method, redemption method (where applicable), user risk profile, jurisdiction, network costs, operational expenses or compliance requirements.

Before completing a transaction, the Platform will display applicable fees where reasonably practicable. By confirming a transaction, you authorize all disclosed fees and charges associated with the transaction. Where mandatory consumer protection law requires specific fee disclosure formats, those requirements apply.

You acknowledge that Third-Party Providers including banks, payment processors, card networks or service partners may impose additional fees beyond Zippy's control. Zippy may include such costs in pricing or apply margins reasonably necessary to cover fraud prevention, compliance infrastructure, system maintenance, operational costs and risk management.

Credits, being non-monetary in-application bonus units (Section 6), are not subject to redemption fees, conversion charges or similar fees because Credits cannot be redeemed for monetary value.

Zippy reserves the right to modify fees or pricing structures, with notice through the Platform where reasonably practicable. Material fee changes affecting recurring or ongoing transactions will be communicated with reasonable advance notice (and in any event within the timeframe required by applicable law). Continued use of the Platform after fee changes constitutes acceptance of updated pricing, subject to applicable law.

You are responsible for any taxes, duties or governmental charges arising from your use of the Platform unless otherwise specified.

11A. Referral Programs and Promotional Incentives

Zippy may, from time to time, implement referral programs, promotional campaigns, engagement incentives or Credit-based rewards to encourage user growth and engagement. Participation in such programs is voluntary and subject to separate eligibility conditions disclosed within the Platform interface.

Referral incentives are discretionary marketing tools and do not create any employment, partnership, joint venture or agency relationship between the referring User and Zippy. Rewards, including Credits or other promotional benefits, may be modified, suspended, revoked or terminated at any time without prior notice, subject to applicable law.

Promotional Credits granted under referral or marketing programs may have expiration dates, usage restrictions or redemption limitations as set out in Section 6 and 6A. Promotional Credits have no monetary value and may not be transferred or redeemed outside the Platform ecosystem.

Zippy reserves the right to audit referral activity and to invalidate incentives obtained through abuse, manipulation, circular referrals, duplicate accounts or other deceptive practices.

Participation in referral programs does not constitute an investment opportunity, revenue-sharing program, securities offering or passive income arrangement.

Refund Policy and Service Corrections

The Platform primarily provides digital services, transaction authorization infrastructure and internal system functionality that are delivered immediately upon access or use. Except where required by applicable law, purchases of digital services or platform access are generally non-refundable once provided.

Nothing in these Terms eliminates or restricts any rights you may have under applicable consumer protection laws or payment network rules.

Where a transaction is determined to be unauthorized, erroneous or improperly processed under applicable law, Zippy will correct the transaction or provide appropriate adjustments. Refunds or reversals may be issued where required by law (including the EU Consumer Rights Directive, US Federal Trade Commission Act, and equivalent consumer protection law in other jurisdictions), where a transaction error is confirmed, where a service failure occurs, or where otherwise determined appropriate by Zippy.

Requests for refund or correction must be submitted through designated support channels within the timeframe required by applicable law (and otherwise within a reasonable period after the transaction). Zippy may require verification, supporting documentation or additional information before processing any refund or correction request.

Refund decisions may take into account transaction records, authorization evidence, service delivery confirmation, identity verification data and system logs, as well as any statutory rights you may have.

Compliance Holds, Account Restrictions and Freezing Rights

To maintain the security and integrity of the Platform and to comply with applicable law, Zippy may impose transaction limits, restrict account functionality, delay processing or place temporary holds on accounts where reasonably necessary.

Such actions may occur where required for identity verification, fraud investigation, dispute resolution, compliance review, risk management, regulatory obligations (including sanctions and AML obligations), partner instructions or suspected violation of these Terms.

During a compliance review, you may be required to provide additional documentation, confirm transaction details or complete enhanced verification procedures. Failure to cooperate may result in continued restriction or termination of services, subject to applicable law.

Where permitted by law, Zippy may freeze account access or facilitate transaction restriction during investigation of potential fraud, unauthorized activity or legal requirements. Where Zippy is required by law to freeze access (for example, in compliance with a sanctions designation or court order), Zippy will do so for such time as required by law.

Zippy will provide reasonable communication regarding compliance holds to the extent permitted by law. Where Zippy is prohibited from communicating about a hold (for example, where communication would constitute tipping-off under AML law or would breach a court order), Zippy will comply with the applicable confidentiality requirement.

Zippy is not liable for losses resulting from compliance-related delays or restrictions implemented in good faith pursuant to legal obligations or this Section, subject to Section 19 and applicable law.

Prohibited Activities & Platform Misuse

You may not use the Platform for unlawful purposes, fraudulent conduct, deceptive practices, unauthorized transactions, financial crime or activities that create legal, regulatory or reputational risk for Zippy or its Partner Institutions. Prohibited conduct includes, without limitation:

• Use of stolen, fraudulently obtained or unauthorized payment instruments
• Identity misrepresentation, including use of false documents or third-party identity information
• Submission of false verification materials
• Circumvention of security controls, including evading device intelligence or geolocation
• Unauthorized third-party payments
• Chargeback abuse and misuse of dispute procedures
• Money laundering, terrorist financing or other financial crime
• Sanctions violations or use of the Platform from sanctioned jurisdictions where prohibited (Section 59)
• Operation of restricted businesses without prior written approval
• Use of the Platform to facilitate prohibited goods or services under applicable law, including illicit drugs, weapons of war, child sexual abuse material, human trafficking and similar serious criminal categories
• Manipulation of Credit programs, including multiple accounts, circular referrals or other abuse
• Use of the Platform to facilitate activities of unlicensed financial service providers

You may not attempt to interfere with Platform functionality, bypass security measures, manipulate transaction systems, reverse engineer software or engage in conduct that disrupts service integrity, except to the extent permitted by mandatory provisions of applicable law that cannot be excluded by contract.

Third-Party Providers & External Services

The Platform integrates with Third-Party Providers that supply specific services within the Platform ecosystem, including payment processing, banking connectivity, identity verification data, sanctions and PEP screening data, fraud intelligence, blockchain analytics, communication infrastructure and cloud hosting.

Third-Party Providers act under their own terms of service and privacy policies. Where applicable, the names and roles of key Third-Party Providers (including categories such as cloud hosting providers, sanctions database providers and biometric processing infrastructure) are disclosed in the Privacy Policy and the Data Processing Agreement.

You acknowledge that Third-Party Provider services are integral to the Platform's operation. Disruption of Third-Party Provider services may result in temporary or permanent service degradation. Zippy is not responsible for the acts or omissions of Third-Party Providers except as required by applicable law.

15A. Third-Party Platform Integration Disclaimer

The Platform may integrate with or display content from third-party platforms, including social media services, marketing platforms, financial dashboards or aggregator services.

Such third-party platforms operate independently and are subject to their own terms and privacy practices. You access third-party platforms at your own risk. Zippy does not endorse, control or assume responsibility for third-party platform content or behavior.

Data Processing, Privacy & Biometric Information

Zippy processes personal data in accordance with applicable data protection law and the Zippy Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes in detail the categories of personal data processed, the purposes of processing, the lawful bases, retention periods, recipients, international transfers and the rights available to data subjects.

Categories of personal data processed include:

• Identification data: full name, date of birth, place of birth, nationality, address, government identification document data
• Contact data: email address, telephone number, postal address
• Biometric data: facial image, biometric template derived from facial image, liveness signals (special category data under GDPR Article 9)
• Device and technical data: IP address, device identifiers, browser fingerprint, session data, geolocation
• Behavioral data: usage patterns, interaction logs, transaction history
• Financial data: account numbers, transaction amounts, transaction counterparties
• Compliance data: sanctions and PEP screening results, fraud scores, source-of-funds documentation
• Communications: support correspondence, chat logs, voice recordings where applicable

Lawful bases for processing include (as applicable to your jurisdiction and the specific processing operation):

• Performance of a contract to which you are a party (GDPR Article 6(1)(b) and equivalent provisions)
• Compliance with a legal obligation, including AML/CFT, sanctions and recordkeeping obligations (GDPR Article 6(1)(c))
• Legitimate interests of Zippy or third parties in fraud prevention, security and service improvement, balanced against your rights and freedoms (GDPR Article 6(1)(f))
• Substantial public interest in the prevention of financial crime, supporting the processing of special category data including biometrics (GDPR Article 9(2)(g))
• Your consent where consent is the appropriate basis (GDPR Article 6(1)(a))

Biometric data is processed for the specific purpose of identity verification and fraud prevention. Where local law requires explicit consent for biometric processing (including under Quebec Law 25, US BIPA-style state laws, and similar provisions), Zippy obtains such consent at the point of verification. You may withdraw consent at any time, in which case Zippy may discontinue or restrict services that depend on biometric verification.

You have rights under applicable data protection law, which may include:

• Right of access to your personal data
• Right to rectification of inaccurate data
• Right to erasure, subject to limitations imposed by AML and other recordkeeping obligations
• Right to restriction of processing
• Right to data portability for data processed on the basis of contract or consent
• Right to object to processing based on legitimate interests
• Right to withdraw consent where consent is the basis
• Right not to be subject to a decision based solely on automated processing with significant effects, except as permitted by law
• Right to lodge a complaint with the competent data protection supervisory authority

Personal data is retained for the periods required by applicable law and Zippy's Data Protection Policy. AML-related records are retained for at least seven (7) years from the end of the customer relationship, consistent with FATF Recommendation 11 and the more protective requirements of certain jurisdictions (including the EU AMLR, Jamaica POCA and Quebec law).

International transfers of personal data outside the jurisdiction of collection are made on the basis of appropriate safeguards including Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), the UK International Data Transfer Addendum, adequacy decisions, or other lawful transfer mechanisms as set out in the Privacy Policy and the Data Processing Agreement.

Where you are a California consumer, the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), provides specific rights including the right to know, the right to delete, the right to correct, the right to opt-out of sale or sharing, and the right to limit use of sensitive personal information. Detailed information is provided in the Privacy Policy.

For data protection enquiries, you may contact the Zippy Data Protection Officer using the contact information in Section 36.

Suspension and Termination of Services

Zippy may suspend or terminate your access to the Platform where:

• You materially breach these Terms or any incorporated policy
• Continued provision of services would expose Zippy or its Partner Institutions to legal, regulatory or financial risk
• Identity verification cannot be completed satisfactorily
• Required by court order, regulatory direction or law
• Required to comply with sanctions designations
• Required for fraud or financial crime investigation
• The Platform or a specific feature is discontinued

Zippy will provide notice of suspension or termination to the extent permitted by law. Where Zippy is prohibited from notifying you (for example, due to AML tipping-off restrictions or court orders), Zippy will comply with the applicable confidentiality requirement and notify as soon as the prohibition no longer applies.

You may close your account at any time using the Platform's account closure functionality, subject to identity verification and completion of any pending obligations (Section 70).

On termination, Credits (Section 6) are forfeited without compensation. Personal data is retained or deleted in accordance with Section 16 and the Privacy Policy.

Where Zippy terminates without a basis described in this Section 17, mandatory consumer protections (including, where applicable, statutory notice periods and rights of appeal) continue to apply.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OPERATION OR ERROR-FREE OPERATION.

Without limiting the foregoing, Zippy does not warrant that:

• The Platform will meet your specific requirements
• The Platform will be uninterrupted, timely, secure or error-free
• Results obtained from use of the Platform will be accurate or reliable
• Errors in the Platform will be corrected within any specific timeframe

Nothing in this Section disclaims any warranty, condition or representation that cannot be excluded or limited under applicable law. Where applicable consumer protection law provides mandatory warranties or guarantees that cannot be excluded by contract, those warranties or guarantees continue to apply, and the disclaimer in this Section operates only to the extent permitted by law.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE CARVE-OUTS SET OUT BELOW:

Zippy, its Affiliates and their directors, officers, employees and agents will not be liable to you for any:

• Indirect, special, consequential, exemplary or punitive damages
• Loss of profits, revenue, business, goodwill, anticipated savings or opportunity
• Loss or corruption of data not caused by Zippy's failure to apply reasonable security measures

Zippy's aggregate liability arising out of or in connection with these Terms or your use of the Platform will not exceed the greater of (a) the total fees paid by you to Zippy in the twelve (12) months preceding the event giving rise to the liability, or (b) USD one hundred dollars (USD 100).

The limitations in this Section do not apply to:

• Liability for death or personal injury caused by negligence, where such liability cannot be excluded by law
• Liability for fraud, fraudulent misrepresentation or wilful misconduct
• Liability arising from gross negligence in the protection of your personal data, to the extent caused by Zippy's failure to implement appropriate technical and organisational measures
• Liability for breach of confidentiality of your personal data, except where caused by your own breach or third-party action beyond Zippy's reasonable control
• Any liability that cannot lawfully be excluded or limited under applicable consumer protection law, including (without limitation) statutory rights under EU and UK consumer law, Quebec consumer protection law, US state-level consumer protection statutes, and equivalent provisions in other jurisdictions
• Zippy's indemnification obligations under Section 20
• Liability for breach of Zippy's intellectual property obligations or your intellectual property rights

Where you act as a consumer (rather than a business User), nothing in this Section limits any non-excludable statutory right or remedy you have under applicable law.

Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend and hold harmless Zippy, its Affiliates and their respective directors, officers, employees and agents from and against any third-party claim, damage, loss, liability, fine, penalty, cost or expense (including reasonable legal fees) arising from or relating to:

• Your breach of these Terms
• Your use of the Platform in violation of applicable law
• Your infringement of any third-party right, including intellectual property, privacy or publicity rights
• Your wilful misconduct, fraud or gross negligence
• Your submission of false, misleading or fraudulent information to Zippy

Zippy will: (a) promptly notify you of any claim subject to indemnification; (b) give you reasonable cooperation in the defence; and (c) not settle any claim without your prior written consent (not to be unreasonably withheld) where settlement would impose obligations on you beyond the scope of this Section.

This indemnification obligation does not apply to consumers to the extent that mandatory consumer protection law in your jurisdiction prohibits or restricts indemnification by consumers.

Dispute Resolution & Arbitration

This Section sets out how disputes between you and Zippy are to be resolved. Please read this Section carefully.

21.1 Informal Dispute Resolution. Before initiating any formal proceedings, the parties will attempt to resolve disputes informally. You agree to first contact Zippy at the address in Section 36 with a written description of the dispute and your contact information. The parties will use commercially reasonable efforts to resolve the dispute through good-faith discussions for sixty (60) days following receipt of the notice. This informal resolution requirement does not apply to claims for injunctive or equitable relief, or to claims that may be brought before a small claims court within the jurisdictional limit of that court.

21.2 Mediation. If the dispute is not resolved through informal discussions, the parties may agree to participate in non-binding mediation conducted by a mutually acceptable mediator. Costs of mediation are shared equally unless the mediator allocates them otherwise.

21.3 Arbitration (United States Residents). If you are a resident of the United States and the dispute is not resolved through informal discussions or mediation, the dispute will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or, where the dispute is commercial in nature, the AAA Commercial Arbitration Rules). The arbitration will be conducted in Miami, Florida, or at your election, in your state of residence. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award injunctive relief only in favor of the individual party seeking relief, and only to the extent necessary to provide relief warranted by that party's individual claim.

21.4 Arbitration (International). If you are a resident of a jurisdiction other than the United States and the dispute is not resolved through informal discussions or mediation, the dispute may, at the election of either party, be resolved by binding arbitration. The seat of arbitration will be Miami, Florida. The language of arbitration will be English. The arbitral award will be final and binding.

21.5 Class Action Waiver. To the maximum extent permitted by applicable law, you and Zippy agree that each party may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding.

21.6 Carve-outs to Arbitration. The agreement to arbitrate does not apply to:

• Disputes within the jurisdictional limit of a small claims court, which may be filed in that court
• Claims for injunctive or equitable relief to enforce intellectual property rights or to address material security or confidentiality breaches
• Disputes that cannot be arbitrated under applicable law

21.7 Consumer Protections in Specific Jurisdictions. Notwithstanding the above:

• Residents of the European Union and EEA: you retain the right to bring proceedings in the courts of your Member State of residence and to invoke mandatory consumer protections under EU and national law. Nothing in this Section deprives you of those rights.
• Residents of the United Kingdom: you retain the right to bring proceedings in the courts of the UK in accordance with mandatory consumer protection law.
• Residents of Quebec: nothing in this Section limits any right you have under Quebec consumer protection law, including the right to seek redress in Quebec courts.
• Residents of other jurisdictions with mandatory consumer protections: the most protective applicable provision continues to apply.

21.8 Opt-Out (United States Residents). United States residents may opt out of arbitration and the class action waiver by sending written notice to Zippy at the address in Section 36 within thirty (30) days of first agreeing to these Terms. The notice must include your full name, address, and a clear statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

21.9 Severability of Arbitration Provisions. If any portion of this Section is found unenforceable, that portion will be severed, and the remainder of this Section will continue to apply, except that if the class action waiver is found unenforceable in respect of a particular claim, that claim will be heard in court and will not be subject to arbitration.

Governing Law

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Notwithstanding the above, where you are a consumer resident in a jurisdiction with mandatory consumer protection law that cannot be waived by contract (including the EU, EEA, UK, Quebec, and certain other jurisdictions), the mandatory consumer protection law of your jurisdiction of residence continues to apply to the extent it provides you with greater protection than the chosen governing law.

Subject to the arbitration provisions in Section 21 and the consumer protection carve-outs above, the courts of Miami-Dade County, Florida have exclusive jurisdiction over disputes arising from these Terms.

Miscellaneous

23.1 Entire Agreement. These Terms, together with the Privacy Policy, Fee Disclosure, Acceptable Use Policy and any other policies expressly incorporated by reference, constitute the entire agreement between you and Zippy regarding the Platform and supersede any prior agreements or understandings on the same subject matter.

23.2 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions will continue in full force and effect. The parties intend that the unenforceable provision be replaced by a valid and enforceable provision that most closely reflects the original intent.

23.3 No Waiver. No failure or delay by Zippy in exercising any right under these Terms operates as a waiver. No waiver is effective unless in writing and signed by an authorized representative of Zippy.

23.4 No Assignment by User. You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Zippy. Any purported assignment in violation of this provision is void.

23.5 Zippy's Assignment Rights. Zippy may assign its rights and obligations under these Terms to an Affiliate, to a successor in the context of a merger, acquisition, restructuring or sale of assets, or as required by law or regulatory direction. Zippy will give reasonable notice of any assignment, except where prevented by law or by the urgency of operational circumstances.

23.6 No Third Party Rights. These Terms do not confer rights on any person other than you and Zippy. The Contracts (Rights of Third Parties) Act 1999 (United Kingdom) and equivalent legislation in other jurisdictions do not apply to these Terms.

23.7 Independent Contractors. Nothing in these Terms creates a partnership, joint venture, employment relationship, agency or fiduciary relationship between you and Zippy. Each party acts as an independent contractor.

23.8 Electronic Signatures. You consent to the use of electronic signatures, click-through acceptance, and digital authentication mechanisms as legally binding indications of agreement, in accordance with the eIDAS Regulation in the EU/EEA, the U.S. ESIGN Act, the UETA in adopting US states, the Canadian PIPEDA framework, and equivalent legislation in other jurisdictions.

23.9 Notices. Notices to you may be provided through the Platform interface, by email to your registered address, or by postal mail. Notices to Zippy must be sent to the address in Section 36. Electronic notice has the same legal effect as written notice.

23.10 Force Majeure. Neither party is liable for delay or failure in performance caused by events beyond reasonable control, as further described in Section 32.

23.11 Anti-Bribery and Anti-Corruption. Each party will comply with applicable anti-bribery, anti-corruption and sanctions laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and equivalent legislation. Neither party will offer or accept any improper payment, gift or inducement.

23.12 Headings. Headings in these Terms are for convenience only and do not affect interpretation.

23.13 Language. The English-language version of these Terms is the governing version. Where Zippy provides translations into other languages, the translations are for convenience and the English version prevails in case of conflict, subject to mandatory law in your jurisdiction requiring local-language terms to govern.

23.14 Survival. The following provisions survive termination of these Terms: Sections 6 and 6A (Credits, to the extent of historical balances forfeit on termination), 15–15A (Third-Party Providers, in respect of obligations relating to past use), 16 (Data Processing, in respect of retained data), 18–22 (Disclaimers, Liability, Indemnification, Arbitration, Governing Law), 27 (Records), 30 (Intellectual Property), 35 (Survival), and any other provision that by its nature is intended to survive termination.

Funds Flow, Custody Structure & Safeguarding Framework

Zippy provides technology infrastructure that facilitates value flows and transaction execution through integrated Third-Party Providers. Zippy does not hold customer funds as deposits and does not maintain individual bank accounts on behalf of Users.

Where transactions involve movement of monetary value, funds are received, processed, held or settled by licensed financial institutions or authorized payment service providers operating under their own regulatory frameworks. Such providers may maintain pooled, settlement or operational accounts used to facilitate transaction processing in accordance with applicable safeguarding requirements.

Where the relevant Third-Party Provider holds your funds in a safeguarding or trust arrangement required by their regulator (for example, EU e-money safeguarding under PSD2 or US state-level money transmitter requirements), those safeguarding arrangements apply directly between you and the Third-Party Provider. Zippy is not a party to such arrangements and does not control them.

Funds held by Third-Party Providers may not be subject to deposit insurance, FDIC protection, government compensation schemes or equivalent protections, except as provided by the regulatory regime of the Third-Party Provider. You should review the disclosures of the relevant Third-Party Provider.

In the event of insolvency or operational failure of a Third-Party Provider, your rights of recovery (if any) will be governed by the law applicable to that Third-Party Provider and any safeguarding arrangements in place.

Transaction Limits, Controls & Operational Restrictions

Zippy may establish transaction limits, velocity controls, balance thresholds or usage restrictions based on identity verification level, transaction history, jurisdiction, risk profile or regulatory requirements.

Limits may apply to funding amounts, transfers, merchant payments or account activity.

Zippy may modify such limits where reasonably necessary to address fraud risk, security or operational concerns. Material changes affecting Users' use of the Platform will be communicated with reasonable notice where practicable.

You may be required to complete enhanced verification procedures to increase account limits or access certain features.

Error Resolution & Operational Corrections

Zippy maintains procedures designed to detect and correct processing errors, system failures or technical malfunctions affecting transactions or account records.

If Zippy identifies a system error, pricing error, duplicate transaction or technical malfunction, Zippy may correct account records, facilitate transaction reversal, adjust balances (including Credits) or recover incorrectly issued amounts where reasonably necessary and subject to applicable law.

You must promptly notify Zippy of suspected transaction errors using the contact information in Section 36. Zippy may investigate and request supporting documentation before determining appropriate corrective action.

Where Zippy's correction would affect your statutory rights (including under Regulation E in the US, the EU Payment Services Directive or equivalent provisions), Zippy will act in compliance with those statutory rights.

Records, Audit Trails & Electronic Evidence

Zippy maintains audit records including transaction logs, authorization records, communications, device identifiers, session activity, behavioral data and system events. These records support fraud prevention, dispute resolution, compliance with AML and other obligations, and the operational integrity of the Platform.

You acknowledge that electronic records, audit logs, system timestamps, authentication records and verification data maintained by Zippy constitute reliable evidence of transactions, user activity and authorization to the extent permitted by applicable law.

Such records may be relied upon in dispute resolution, fraud investigation, regulatory review, arbitration or legal proceedings, subject to the rules of evidence in the relevant forum and to your rights under applicable law (including the right to challenge evidence). Zippy retains records for the periods required by applicable law and Zippy's internal policies. AML-related records are retained for at least seven (7) years from the end of the customer relationship. Personal data retention is further described in Section 16 and the Privacy Policy.

Communications, Notices & Electronic Delivery

You consent to receive communications from Zippy electronically, including notices, disclosures, transaction confirmations, policy updates and legal communications. Electronic communications may be delivered through email, Platform notifications, device alerts or other digital means.

Electronic communications have the same legal effect as written communications, in accordance with applicable electronic communication laws including the U.S. ESIGN Act, the EU eIDAS Regulation and equivalent legislation. You may have the right to receive paper copies of certain disclosures on request and on payment of a reasonable fee where permitted by law.

You are responsible for maintaining accurate contact information and ensuring continued access to communication channels. Notices sent to your registered contact details are deemed delivered upon transmission (for electronic notices) or upon receipt (for postal notices).

You may withdraw consent to electronic communications in respect of legally required communications by notifying Zippy. In some cases, Zippy may not be able to provide certain Platform services without electronic communications, in which case withdrawing consent may result in service limitations.

Electronic Signatures & Digital Consent

You agree that electronic signatures, click-through agreements, transaction confirmations and digital acceptance mechanisms constitute legally binding consent, in accordance with applicable electronic signature law.

System logs, acceptance records and transaction confirmations may serve as evidence of agreement and authorization.

Where local law requires specific forms of qualified electronic signature for particular transactions (for example, in some EU/EEA jurisdictions), Zippy will support such qualified signatures where required.

Intellectual Property Rights

All rights, title and interest in the Platform, including software, systems, interfaces, algorithms, analytics models, trademarks, content, design, user interfaces and documentation, remain the exclusive property of Zippy or its licensors. No rights are transferred to you except as expressly set out in these Terms.

Subject to your compliance with these Terms, Zippy grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Platform solely for your personal, non-commercial use (or, in the case of Business Users, your internal business use as permitted by these Terms). You may not:

• Copy, modify, distribute, sell, lease or sublicense any portion of the Platform
• Reverse engineer, decompile or disassemble the Platform, except to the extent permitted by mandatory provisions of applicable law that cannot be excluded by contract
• Remove, alter or obscure any proprietary notices on the Platform
• Use Zippy trademarks, logos or trade dress without prior written authorization
• Use automated tools (including bots, scrapers or crawlers) to access the Platform without authorization

Feedback & Platform Improvements

If you provide feedback, suggestions, ideas or improvement requests regarding the Platform, you grant Zippy a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose, without any obligation to credit, compensate or notify you.

Zippy may modify or improve the Platform based on feedback at its sole discretion. No feedback creates any expectation of incorporation into the Platform or any specific outcome.

Service Availability & Force Majeure

Zippy uses commercially reasonable efforts to maintain Platform availability but does not guarantee uninterrupted access. The Platform may be unavailable due to:

• Scheduled maintenance (notified in advance where practicable)
• Emergency maintenance or security incidents
• Failures of Third-Party Providers
• Force Majeure Events

Zippy is not liable for failure or delay in performance caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, epidemics, natural disasters, failure of utilities or telecommunications, cyber attacks of a nature that could not be prevented by reasonable security measures, and other comparable events ("Force Majeure Events").

The affected party will use commercially reasonable efforts to mitigate the impact of a Force Majeure Event and to resume performance as soon as practicable.

Regulatory Cooperation & Information Disclosure

Zippy cooperates with regulators, law enforcement, financial institutions and compliance partners where required by law or contractual obligation.

Zippy may disclose User information, transaction records or account data where reasonably necessary to:

• Comply with applicable law, court order, regulatory direction or government investigation
• Respond to lawful requests from law enforcement and competent authorities
• Cooperate with sanctions enforcement
• Defend Zippy's legal rights or those of its Affiliates, Partner Institutions or Users
• Investigate suspected fraud, money laundering or other prohibited conduct

Disclosures are made in accordance with applicable law and the Privacy Policy. Where Zippy is permitted to notify you of a disclosure, Zippy will do so. Where Zippy is prohibited from notifying you (for example, under AML tipping-off rules or by court order), Zippy will comply with the applicable confidentiality requirement.

Assignment & Transfer

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Zippy. Any purported assignment in violation of this provision is void.

Zippy may assign its rights or obligations under these Terms to an Affiliate, to a successor in the context of merger, acquisition or sale of assets, or as required by law or regulatory direction. Zippy will give reasonable notice of assignment except where prevented by law or operational urgency.

Survival of Provisions

Provisions of these Terms that by their nature are intended to survive termination will so survive, including provisions relating to liability limitations, dispute resolution, indemnification, intellectual property, data retention, audit rights and recordkeeping, as further specified in Section 23.14.

Contact Information

Questions, notices or legal communications relating to these Terms should be directed to Zippy as follows:

EU and EEA data subjects may also contact the Zippy EU Representative at the address provided at the time of onboarding, if required under GDPR Article 27.

UK data subjects may also contact the Zippy UK Representative at the address provided at the time of onboarding, if required under UK GDPR Article 27.

Merchant Services, Business Accounts & Commercial Use

The Platform may permit businesses, merchants, service providers and commercial users ("Business Users") to access functionality designed to facilitate payments, service delivery, customer interaction, transaction processing and internal value transfers within the Platform ecosystem.

Business Users remain solely responsible for their products, services, pricing, marketing practices, consumer disclosures, delivery obligations, customer support and compliance with applicable consumer protection, tax and commercial laws.

Zippy provides technical infrastructure and transaction facilitation tools but does not act as the seller of goods or services offered by Business Users and does not assume responsibility for the quality, legality, safety, delivery or performance of any product or service provided by a Business User. Any transaction between Users and Business Users constitutes a direct relationship between those parties.

Business Users must maintain accurate records of customer authorization, transaction intent, service delivery confirmation and communications sufficient to demonstrate validity of transactions and compliance with applicable law. Zippy may request such records at any time.

Business Users may not use the Platform to process transactions for prohibited industries, restricted activities or third parties without authorization. Zippy may suspend or terminate business accounts where elevated risk, excessive disputes, regulatory concerns or violation of these Terms is identified, subject to applicable law.

Business Users remain responsible for all taxes, reporting obligations, consumer refunds required by law, and regulatory compliance relating to their commercial activities.

37A. Bulk Processing, Business Distributions & Contractor Allocations

Business Users may utilize Platform functionality to allocate Credits or initiate payments (through Third-Party Providers) to contractors, employees or affiliates within the Platform ecosystem. Such functionality is provided as a technology tool only.

Zippy does not assume responsibility for wage law compliance, tax withholding, employment classification, contractor status determination or regulatory reporting obligations of Business Users. All legal obligations related to payroll, compensation or independent contractor arrangements remain solely with the Business User.

Bulk allocation of Credits or facilitation of payments is not Zippy acting as a payroll processor, employer or financial intermediary. Zippy's role is limited to providing infrastructure that facilitates authorized actions within the Platform framework.

Payment Authorization Records & Evidence Framework

To support transaction integrity and reduce unauthorized activity, the Platform maintains a comprehensive payment authorization framework designed to capture evidence demonstrating user intent, transaction authorization and service delivery.

Authorization evidence may include transaction confirmations, account activity records, electronic acceptance logs, identity verification data, device and session identifiers, communication records, audit trails, service delivery confirmations and supporting documentation submitted by users.

You acknowledge that authorization records may be relied upon by Zippy, Third-Party Providers or dispute resolution authorities to assess transaction legitimacy, subject to your rights under applicable law (including the right to challenge evidence in any formal proceeding).

Where a transaction has been authorized through verified credentials, device authentication, identity verification or confirmed communications, such authorization may be treated as evidence that the User approved the transaction, except where statutory consumer protections apply (such as protections against unauthorized transactions under Regulation E or the EU Payment Services Directive).

You agree not to falsely claim lack of authorization for transactions you initiated or approved. Zippy may submit transaction evidence to financial institutions, payment processors or dispute resolution bodies in connection with any dispute or investigation, subject to applicable law.

Chargeback Defense & Loss Recovery

Zippy maintains procedures to support Partner Institutions in responding to payment reversals, unauthorized transaction claims and dispute activity. Where a User initiates a chargeback, payment reversal or dispute with a financial institution, Zippy may investigate the underlying transaction, review authorization records and provide evidence supporting transaction validity to the relevant Third-Party Provider.

Where a chargeback or reversal results from User error, misuse, breach of these Terms or fraudulent conduct, Zippy may, in coordination with the relevant Third-Party Provider, support the recovery of associated losses, fees or costs from the User to the extent permitted by law.

Recovery actions may include reversal of Credits granted in connection with the transaction, transaction restriction, suspension of services or restriction of future access, subject to applicable consumer protection law.

Account Levels, Verification Tiers & Risk-Based Controls

Zippy may implement a tiered account structure based on identity verification level, transaction history, risk profile or regulatory requirements. Different account tiers may provide varying access to features, transaction limits, funding options or Credit benefits.

Higher transaction limits or expanded functionality may require enhanced identity verification, additional documentation or compliance review. Zippy may modify account tiers, adjust eligibility criteria or restrict functionality where reasonably necessary for risk management or legal compliance.

You acknowledge that account privileges are conditional and subject to ongoing verification and monitoring.

Reserves, Risk Mitigation Measures & Financial Exposure Controls

Where Zippy or its Third-Party Providers reasonably determine that risk mitigation measures are necessary, holding reserves, transaction delays or balance restrictions may be applied to specific accounts where permitted by applicable law and reasonably necessary to manage financial exposure.

Reserve and risk mitigation measures will be communicated to the affected User where permitted by law, and will operate consistent with applicable consumer protection law and any required notice periods.

Service Architecture, APIs & Technical Integration

The Platform may provide APIs, software development kits and integration tools to enable Business Users and Partner Institutions to integrate Platform functionality into their own systems. Use of APIs and integration tools is subject to additional API terms, technical documentation and security requirements communicated by Zippy.

API access may be subject to rate limits, usage quotas, authentication requirements and operational restrictions. Zippy may modify, suspend or terminate API access where reasonably necessary for security, performance or compliance reasons.

Platform Modifications & Product Evolution

Zippy continuously develops and improves the Platform. Modifications may include new features, removal of features, performance changes and security updates. Material modifications affecting your use of the Platform will be communicated with reasonable notice where practicable, except where security urgency requires immediate action.

Where modifications materially reduce the functionality available to you, you may terminate your account in accordance with Section 70. Mandatory consumer protection rights regarding contract modifications continue to apply.

Risk Disclosures & Service Limitations

You acknowledge the following risks associated with use of the Platform:

• Transaction processing depends on Third-Party Providers and may be subject to delays, errors or failures outside Zippy's control
• Platform availability may be affected by technical issues, security incidents or Force Majeure Events
• Identity verification systems are not infallible; despite extensive controls, fraud can occur
• Internet and cyber risks include unauthorized access attempts, phishing and social engineering attacks
• Credits are not monetary value and are subject to forfeiture (Section 6 and 6A)
• Digital asset transactions, where supported, are subject to additional risks including volatility, irreversibility and protocol risk (Section 8A)

You assume the risks associated with your use of the Platform to the extent permitted by applicable law and subject to Zippy's obligations under these Terms and applicable law.

No Financial Advice or Professional Recommendations

Zippy does not provide financial, investment, tax or legal advice. Information provided through the Platform is for informational purposes only and is not intended as a recommendation or solicitation. You should consult qualified professionals before making financial, investment, tax or legal decisions.

Relationship of the Parties

These Terms create a service relationship between you and Zippy. Nothing in these Terms creates an agency, partnership, joint venture, employer-employee or franchise relationship. Each party acts as an independent contractor.

International Use & Cross-Border Transactions

The Platform may be accessed from multiple jurisdictions, subject to local availability, sanctions restrictions and legal requirements. You are responsible for compliance with applicable law in the jurisdictions where you access or use the Platform.

Cross-border transactions may be subject to additional verification, regulatory requirements, fees and exchange rate considerations imposed by Third-Party Providers.

Where you access the Platform from a jurisdiction where the Platform is not authorized or supported, Zippy may restrict your access.

Interpretation & Headings

Headings in these Terms are for convenience only and do not affect interpretation. References to statutes include amendments and successor legislation. The terms "include", "includes" and "including" are not words of limitation. Singular includes plural and vice versa.

Entire Agreement & Priority of Documents

These Terms together with the Privacy Policy, Fee Disclosure, Acceptable Use Policy and any other policies expressly incorporated by reference constitute the entire agreement between you and Zippy. In case of inconsistency, the following order of priority applies:

• These Terms
• The Privacy Policy
• Fee Disclosure
• Acceptable Use Policy
• Other incorporated policies in the order of their reference

Language & Governing Version

The English-language version of these Terms is the governing version. Where Zippy provides translations into other languages for convenience, the English version prevails in case of conflict, subject to mandatory provisions of local law requiring local-language terms to govern.

Comprehensive Fraud Detection, Behavioral Monitoring & Trust Scoring Framework

Zippy operates a continuous fraud detection and behavioral monitoring framework designed to identify unauthorized activity, suspicious conduct, fraudulent behavior, transaction abuse, identity manipulation, payment disputes and misuse of Platform functionality. The Platform uses automated and manual review processes, risk scoring models, behavioral analytics, transaction pattern analysis, identity correlation techniques and security monitoring systems to evaluate user activity in real time and retrospectively.

The risk monitoring framework may analyze transaction frequency, transaction value, funding source characteristics, account history, device characteristics, geolocation data, behavioral patterns, communication history, authorization confirmations and interactions with Platform features. Zippy may evaluate relationships between accounts, transaction flows and usage patterns to detect coordinated activity, fraud rings or abuse of Platform services.

You acknowledge that Zippy may assign internal risk scores, trust ratings or behavioral classifications to accounts based on observed activity. Such risk classifications may influence transaction limits, service availability, verification requirements, settlement timing or account status.

Where automated decision-making with significant effects is involved, you have rights under applicable data protection law, including the right to obtain human review of significant decisions, the right to express your point of view, and the right to contest the decision. Detailed information is provided in the Privacy Policy.

Zippy may rely on internal risk determinations in making operational decisions, including restriction, suspension or termination of services, subject to applicable law and your rights under Section 13.

Identity Correlation, Device Intelligence & Session Verification

To prevent unauthorized access and identity misuse, the Platform may collect and analyze device identifiers, browser fingerprints, network characteristics, operating system attributes, session behavior, authentication events and related technical information.

Zippy may associate devices with accounts, evaluate login patterns, detect unusual access behavior and require additional verification where suspicious activity is detected. You acknowledge that access from unfamiliar devices, unusual locations or abnormal behavior may trigger security reviews or temporary restrictions.

You agree not to attempt to conceal identity, bypass device identification mechanisms or interfere with security controls.

Source of Funds & Financial Legitimacy Representations

By initiating any funding transaction, you represent and warrant that all funds used in connection with the Platform are lawfully obtained, not derived from illegal activity, and not associated with fraud, money laundering, sanctions violations or prohibited conduct.

Zippy may request documentation demonstrating source of funds, transaction purpose or economic activity, in accordance with the relevant Partner Institution's customer due diligence and enhanced due diligence obligations under applicable AML law. Failure to provide satisfactory documentation may result in transaction rejection, account restriction or termination, subject to applicable law.

Zippy may evaluate funding patterns and transaction flows to identify unusual financial behavior, and Partner Institutions may report suspicious activity to financial intelligence units or other authorities where required by law.

Transaction Intent Verification & Service Delivery Confirmation

To reduce unauthorized transactions and payment disputes, the Platform may implement mechanisms requiring you to confirm transaction intent, acknowledge service delivery or verify completion of digital services.

Confirmation procedures may include electronic acknowledgments, transaction confirmations, communication records, service completion notices or other verification methods.

You acknowledge that confirmation of service delivery or transaction authorization may constitute evidence that services were provided and accepted, subject to your rights under applicable consumer protection law.

Evidence Preservation & Dispute Documentation

Zippy maintains comprehensive records relating to user activity, transaction authorization, identity verification, communications, service delivery and system activity, in accordance with Section 27 and the Privacy Policy.

You consent to the preservation of such records and acknowledge that they may be used in dispute resolution, arbitration, legal proceedings or regulatory review. Evidence may include transaction logs, system records, identity verification data, communications, device records, behavioral data and audit trails.

Zippy may disclose evidence to financial institutions, payment processors, dispute resolution bodies or authorities where permitted by law.

Abuse Protection & Misuse of Dispute Procedures

The Platform supports legitimate dispute procedures available to Users under network rules and applicable law. At the same time, abuse of dispute procedures harms other Users, Partner Institutions and the integrity of the Platform.

Abuse of dispute procedures, where intentional and without genuine basis, includes:

• Knowingly disputing transactions that were validly authorized and properly delivered
• Knowingly seeking duplicate refunds after a refund has already been received
• Coordinating dispute claims with third parties to obtain unwarranted benefits
• Using stolen or unauthorized payment instruments and then disputing the resulting transactions

Where Zippy reasonably determines, based on evidence including transaction records, authorization data and behavioral indicators, that a User has engaged in intentional abuse of dispute procedures, Zippy may, subject to applicable law and the User's statutory rights:

• Restrict services or terminate the account
• Provide transaction evidence to financial institutions or authorities
• Where permitted by law, support recovery of losses associated with the abuse

Where Zippy takes action under this Section, you have the right to seek review by Zippy's complaints function and to seek external review under applicable consumer protection law.

Network Rules Supremacy & Payment System Governance

Transactions processed through card networks, banking systems or external payment infrastructure remain subject to the rules, operating procedures and requirements of such networks, including the rules of Visa, Mastercard, ACH, SWIFT, SEPA, regional automated clearing houses and equivalent networks.

You acknowledge that card network rules, banking regulations and payment system requirements may override certain transaction expectations, including settlement timing, dispute procedures and reversal processes.

Zippy may take actions necessary to comply with network rules, including supporting transaction reversal, reporting or account restriction by the relevant Partner Institution.

Financial Crime Prevention & Regulatory Compliance Program

Zippy maintains a financial crime prevention program designed to address money laundering, terrorist financing, sanctions violations, fraud and related risks. The program operates in alignment with the regional AML/CFT Policies and the Sanctions Screening Policy, available on request to authorized parties under appropriate confidentiality.

Program components include:

• Customer due diligence and enhanced due diligence
• Transaction monitoring and suspicious activity identification
• Sanctions and politically exposed person screening (Sections 9 and 59)
• Recordkeeping and reporting in accordance with applicable law
• Staff training and program governance

You acknowledge that Zippy or Partner Institutions may freeze activity, block transactions or terminate accounts to comply with legal obligations or partner requirements arising from the financial crime prevention program.

Sanctions Compliance & Restricted Jurisdictions

Zippy and its Partner Institutions screen against the consolidated sanctions lists of the United Nations Security Council, the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom Office of Financial Sanctions Implementation (OFSI), Global Affairs Canada, and other applicable sanctions authorities.

You may not access or use the Platform where such use would violate sanctions laws or regulatory restrictions. Zippy may restrict access based on location, nationality or regulatory requirements.

Sanctioned jurisdictions and listed persons are not eligible to use the Platform. Where you are identified as connected to a sanctioned jurisdiction or person, services may be restricted in accordance with applicable law.

Zippy may block transactions, freeze access, retain property as required by applicable sanctions regimes, and report blocked or rejected transactions to competent authorities where required.

System Integrity & Platform Security Obligations

You must not attempt to interfere with Platform security, compromise system integrity, gain unauthorized access or disrupt service functionality.

Prohibited conduct includes:

• Reverse engineering or decompiling Platform software (except as permitted by mandatory law)
• Automated scraping, crawling or systematic data extraction
• System probing, vulnerability scanning or penetration testing without authorization
• Attempts to bypass authentication, access controls or security measures
• Introduction of malicious code, viruses or harmful programs
• Denial-of-service attacks or activities that impair Platform performance

Zippy operates a coordinated vulnerability disclosure program for security researchers. Authorized security research conducted in good faith and consistent with the published program is permitted.

Service Testing, Monitoring & Operational Review

Zippy may conduct testing, monitoring or system review activities to evaluate performance, security and reliability of the Platform. You acknowledge that testing activities may affect system performance or availability.

Material testing activities affecting User-facing functionality will be notified where reasonably practicable.

Operational Resilience & Business Continuity

Zippy maintains operational resilience procedures designed to address system failures, security incidents or service disruptions. These procedures may include backup systems, recovery processes, multi-region deployment and emergency response measures.

Service interruptions may occur despite reasonable safeguards. Where service interruptions affect your transactions or access, Zippy will provide reasonable communication and resolution.

Data Retention & Compliance Recordkeeping

Zippy retains user data, transaction records and verification materials for the periods required by applicable law and Zippy's Data Protection Policy.

Specific retention principles:

• AML-related records: at least seven (7) years from the end of the customer relationship, consistent with FATF Recommendation 11 and applicable jurisdictional requirements
• Sanctions screening records: at least seven (7) years, with longer retention where required by specific sanctions authorities
• Transaction records: in accordance with AML and tax recordkeeping obligations of the relevant Partner Institution
• Personal data not subject to specific retention obligations: retained only as long as necessary for the original purpose, with periodic review

Detailed retention periods by data category are set out in the Privacy Policy and Data Protection Policy.

Cooperation with Financial Institutions & Service Partners

Zippy may share information with financial institutions, payment processors, identity providers, sanctions and PEP database providers, and compliance partners where necessary to provide services or manage risk, subject to applicable data protection law.

Where information sharing is for the purposes of preventing money laundering, terrorist financing or fraud, applicable safe harbours may apply, including section 314(b) of the USA PATRIOT Act (United States), the EU AMLR information sharing provisions, and equivalent provisions of other jurisdictions.

You consent to such information sharing to the extent consistent with applicable data protection law and the Privacy Policy.

Platform Governance & Enforcement Authority

Zippy interprets and enforces these Terms in good faith to protect the Platform ecosystem. Operational decisions relating to risk management, fraud prevention or compliance may be based on internal policies and risk assessments.

Where you disagree with an enforcement action, you may seek review through the Zippy complaints function and, if unresolved, through the dispute resolution procedures in Section 21 or, where applicable, through external review by consumer protection authorities.

Economic Model Disclosure & Platform Sustainability

The Platform operates a service-based economic model that includes pricing structures, transaction fees, risk management costs, infrastructure expenses and compliance operations necessary to maintain service availability.

You acknowledge that pricing and economic terms reflect operational costs and risk management requirements.

No Guarantee of Financial Benefit or Profit

Use of the Platform does not guarantee financial benefit, transaction success, economic advantage or profitability.

Credits (Section 6) provide non-monetary in-application benefits only and do not constitute investment, profit-sharing or any other financial entitlement.

Transaction Lifecycle & Processing Stages

Each transaction conducted through the Platform may pass through multiple operational stages, including initiation, authorization, verification, risk evaluation, routing, processing, settlement confirmation and record finalization. These stages may involve internal systems, Third-Party Providers, financial institutions and network infrastructure.

A transaction is considered initiated when you submit an instruction to fund, transfer or otherwise move value through the Platform. Following initiation, Zippy may perform authorization checks, identity validation, transaction screening and risk analysis prior to routing the transaction to external processing partners where applicable.

Transactions may remain pending while undergoing verification, compliance review or partner processing. Settlement timing depends on multiple factors including payment network rules, financial institution processing schedules, compliance procedures and technical system availability.

You acknowledge that transactions may be delayed, suspended, rejected or reversed at any stage prior to final settlement, subject to applicable law and your rights under consumer protection statutes.

Payment Lifecycle & Settlement Finality

Payment transactions conducted through the Platform are subject to a multi-stage settlement process. A transaction is not considered final until all participating financial institutions, payment networks and settlement providers confirm completion.

Funding transactions may be subject to verification periods, clearing procedures or network confirmation requirements before value becomes available for use.

Where a payment is subsequently reversed, cancelled, disputed or fails to settle, Zippy may, in coordination with the relevant Third-Party Provider, adjust corresponding account entries, cancel related Credits or facilitate recovery of associated value, subject to applicable law.

Account Closure, Withdrawal & Termination Procedures

You may request closure of your account at any time. Account closure is subject to identity verification, settlement of outstanding obligations and completion of any pending compliance review.

Prior to account closure, Zippy may require:

• Verification of identity
• Confirmation of withdrawal instructions for any funds held by Third-Party Providers
• Resolution of outstanding transactions, disputes or compliance inquiries

Zippy may delay account closure where necessary to investigate suspicious activity, resolve disputes, comply with legal obligations or prevent financial harm, subject to applicable law.

Upon closure:

• Access to Platform functionality ceases
• Credits (Section 6) are forfeited without compensation
• Any monetary balances held by Third-Party Providers are returned to you in accordance with the Third-Party Provider's procedures
• Personal data is retained or deleted in accordance with Section 16 and the Privacy Policy

Dormant Accounts & Inactive Balances

Accounts that remain inactive for extended periods may be classified as dormant. Zippy may restrict functionality, impose maintenance procedures or apply applicable administrative measures to dormant accounts in accordance with applicable law and after providing required notice.

Credits do not constitute property under unclaimed property law (because Credits have no monetary value, see Section 6) and are not subject to escheatment, dormancy fees or transfer to governmental authorities.

Where Third-Party Providers hold monetary balances on your behalf and those balances become subject to unclaimed property law, the relevant Third-Party Provider will comply with such law independently of Zippy.

Reconciliation, Ledger Integrity & Accounting Records

Zippy maintains internal records of Platform activity, including Credit balances and audit trails of transaction events. Internal records represent operational accounting entries and may be adjusted to correct errors, reflect reversals or reconcile system discrepancies.

You acknowledge that internal records maintained by Zippy constitute authoritative records of Platform activity absent manifest error, subject to your right to dispute records under applicable law.

Zippy conducts periodic reconciliation procedures to verify record accuracy and system integrity.

Platform Governance & Internal Policy Framework

Zippy operates under internal operational policies governing risk management, compliance procedures, transaction monitoring and service delivery standards. Such policies may be updated to address evolving regulatory requirements, technological changes or operational considerations.

Internal policies relevant to User-facing matters include the Data Protection Policy, regional AML/CFT Policies, Sanctions Screening Policy and PEP Screening Framework. Summary disclosures are provided in the Privacy Policy and other public-facing documents.

Material internal policy changes affecting your use of the Platform will be communicated with reasonable notice where practicable.

Internal Investigations & Enforcement Actions

Zippy may conduct internal investigations where suspected fraud, unauthorized activity, policy violations or legal risks are identified. Investigations may include review of transaction records, communications, verification data and account activity.

You agree to cooperate reasonably with investigations and provide information that is within your reasonable control, subject to your rights under applicable law (including the right to seek legal advice and the right to be informed of the nature of any allegations against you, where permitted by law and not prohibited by AML tipping-off restrictions).

Failure to cooperate without legitimate reason may result in account restriction or termination, subject to applicable law.

Recovery of Losses & Enforcement of Obligations

Where you cause financial loss to Zippy or its Partner Institutions through breach of these Terms, unauthorized activity or misuse of services, Zippy may pursue recovery of losses to the extent permitted by law.

Recovery methods may include adjustment of Credit balances, support for Third-Party Provider recovery actions, account restriction or legal action, subject to applicable consumer protection law and your statutory rights.

Service Fees for Compliance & Risk Management

Zippy may impose fees associated with compliance procedures, enhanced verification, dispute investigation or fraud prevention measures where permitted by applicable law and disclosed to you in advance through the Fee Disclosure.

Such fees reflect operational costs necessary to maintain security and regulatory compliance. Mandatory consumer protection law regarding fee transparency continues to apply.

Transaction Reporting & Statements

The Platform may provide transaction histories, account activity reports or electronic statements for informational purposes. You are responsible for reviewing account activity and promptly reporting discrepancies.

Failure to report discrepancies within a reasonable period may affect investigation outcomes, subject to statutory consumer protection rights regarding unauthorized transactions and billing errors (including Regulation E, the EU PSD and equivalent provisions).

Third-Party Content & External Links

The Platform may provide access to content, services or links operated by third parties. Zippy does not control such content and does not guarantee accuracy, reliability or legality of third-party materials.

You access third-party services at your own risk and subject to their own terms and privacy practices.

Intellectual Property Infringement Claims

Zippy respects intellectual property rights and responds to claims of infringement in accordance with applicable law, including the Digital Millennium Copyright Act (DMCA) in the United States and equivalent provisions in other jurisdictions.

Infringement notices should be sent to the Zippy IP contact at the address in Section 36 and should include all information required by applicable law (including identification of the infringed work, identification of the allegedly infringing material, contact information of the complainant, statement of good-faith belief, statement under penalty of perjury where required, and electronic or physical signature).

Zippy may remove content or restrict accounts where infringement is alleged in accordance with applicable law. Users have rights to submit counter-notices and to challenge removal in accordance with applicable law.

Confidentiality of Platform Systems

You agree not to disclose non-public information relating to Platform functionality, security measures, system architecture, internal processes or commercially sensitive information that you receive in connection with use of the Platform, except as permitted by these Terms or required by law.

Unauthorized disclosure may result in termination of services and liability under applicable law.

Platform Testing & Beta Services

Zippy may offer experimental or beta functionality. Such services may contain errors, be modified without notice or be discontinued at any time.

Beta services are provided on an "as is" basis and may be subject to additional limitations and disclaimers communicated at the time of access. Mandatory consumer protections continue to apply to the extent required by law.

Insurance & Financial Protection Disclaimer

Unless expressly stated in writing in respect of a specific licensed product, balances held by Third-Party Providers, Credits and transactions are not insured by any governmental deposit insurance, investor protection scheme or similar protection program.

Specifically:

• Credits are not deposits, have no monetary value and are not eligible for any deposit insurance or government compensation
• Funds held by Third-Party Providers are subject only to such protections (if any) as those providers' regulators require
• Cryptocurrency-related transactions are not protected by deposit insurance schemes

Where consumer protection law mandates specific disclosures regarding insurance status, those disclosures are provided in the Privacy Policy and product-specific disclosures.

Platform Capacity & Transaction Volume Limitations

Zippy may limit transaction volume, system capacity or service availability to maintain operational stability and security.

Volume and capacity limits may be communicated through the Platform interface or applied dynamically based on risk assessment.

Anti-Manipulation & Market Conduct Rules

You may not engage in conduct designed to manipulate transaction systems, artificially generate activity, exploit pricing errors or interfere with Platform operations.

Zippy may, subject to applicable law, reverse transactions or remove Credits resulting from such conduct.

Legal Compliance by Users

You remain solely responsible for compliance with laws applicable to your activities, including tax reporting, financial regulation, consumer protection obligations and business licensing requirements.

Zippy does not provide legal compliance services unless expressly stated in a separate written agreement.

Platform Reputation & Brand Protection

You may not use the Platform in a manner that damages the reputation, integrity or goodwill of Zippy, its Affiliates or Partner Institutions, including through public dissemination of false or misleading statements about the Platform or coordinated attempts to undermine the Platform's operation.

This Section does not restrict legitimate criticism, consumer reviews, fair comment, journalism or other lawful speech.

Governmental & Judicial Orders

Zippy will comply with court orders, regulatory directives or legal processes requiring disclosure of information or restriction of accounts.

You acknowledge that access may be limited in response to legal requirements. Where permitted by law, Zippy will notify you of such restrictions.

Continuity of Services & Successor Entities

Zippy may transfer operations to successor entities or Affiliates as part of business continuity, corporate restructuring or merger and acquisition activity.

Your consent to such transfers is included in your agreement to these Terms, to the extent permitted by applicable data protection and contract law. Where mandatory provisions of applicable law require additional consent for specific transfers, Zippy will obtain such consent.

Financial Risk Allocation

Subject to applicable consumer protection law and Zippy's obligations under these Terms, you assume responsibility for risks within your control associated with your use of the Platform, including:

• Risks of providing inaccurate information to Zippy or Third-Party Providers
• Risks of disclosing credentials or failing to maintain device security
• Market and exchange rate risks for cross-border or digital asset transactions
• Counterparty risks in transactions you initiate with merchants or other Users

Zippy retains responsibility for risks within Zippy's control, including the proper operation of the Platform, the security of personal data within Zippy's possession and the integrity of Zippy's services as described in these Terms. Zippy's responsibilities under applicable consumer protection law, data protection law and these Terms are not transferred to you by this Section.

Platform Philosophy & Trust Infrastructure Model

The Platform is designed to support trust, transaction integrity and responsible financial behavior through verification procedures, monitoring systems and risk controls operated in alignment with international AML/CFT standards, data protection law and consumer protection requirements.

Zippy's mission is to provide infrastructure that enables Partner Institutions to deliver financial services with stronger compliance, fraud prevention and customer protection than would be possible through traditional means. Trust infrastructure requires verification, monitoring and enforcement measures consistent with applicable law and respect for user rights.

You acknowledge that the Platform's operation involves a balance between security, regulatory compliance, operational efficiency and user experience, and that Zippy will continue to develop the Platform in pursuit of this balance.

These Terms were last updated in 2026. Zippy may update these Terms from time to time. Continued use of the Platform after updates constitutes acceptance of revised Terms. © 2026 Zippy Technologies Inc. All rights reserved.