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UPDATED: 11/11/2019

 

ZEERO-S MERCHANT APPLICATION & AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ZEERO-S LIMITED (www.zeero-s.com).

BY SIGNING ON THIS AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming a merchant of Zeero-S Limited. Please note that throughout this Agreement, "we," "us," and "our" refer to Zeero-S, and "you," "your," and "yours" refer to the merchant.

2. Merchant Obligations

2.1. To begin the enrolment process, you will complete and submit the registration application at www.zeero-s.com for review and approval. We may reject your application at our sole discretion. We may suspend your account without prior notice if we determine that your title is unsuitable for our business, including if it:

2.1.1. Promotes sexually explicit materials 
2.1.2. Promotes violence 
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities 
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law 
2.1.6. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. 
2.1.7. Contains software downloads that potentially enable diversions of commission from our business. 
2.1.8. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Zeero-S Limited or any other affiliated programs.

2.2. As a merchant, you will have access to the backend publishing system. Here you will be able to upload and publish your titles and advertise on banners, generate sales reports and receive comments from customers.

2.3. Zeero-S Limited reserves the right, at any time, to review and approve your title and may require you to change the content of the title to comply with the guidelines.

2.4. The content and uploading of your title will be your responsibility. We may monitor your title as we feel necessary to make sure that it is suitable and to notify you of any changes that we feel should enhance your title.

2.5. You will generate each title in a format established by Zeero-S, including converting your digital files to the said format and enhancing the files, as needed.

2.6. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your title. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Zeero-S Limited Rights and Obligations

3.1. We have the right to monitor your title, advertisement and newsfeed at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your title, advertisement and newsfeed that we feel should be made, or to make sure that the content are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your title and/or advertisement and/or newsfeed that we feel are necessary, we reserve the right to terminate your participation with Zeero-S Limited.

3.2. Zeero-S Limited reserves the right to terminate this Agreement and your participation of a merchant immediately and without notice to you should you commit fraud in your use of the www.zeero-s.com or should you abuse the merchant account in any way. If such fraud or abuse is detected, Zeero-S Limited shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your merchant application, and will continue unless terminated hereunder.

4. Zeero-S Services

4.1. Merchant shall deliver each title to Zeero-S in accordance with Zeero-S format specifications. Zeero-S may, at its sole discretion, update these format specifications from time to time.

4.2. Merchant shall provide Zeero-S with any information and technical assistance reasonably required for Zeero-S to provide the services contemplated by this Agreement.

4.3. Zeero-S shall provide its standard marketing and distribution services for each title. These standard services would include distributing the digital editions to Readers through sale, promotions via advertisement banner on www.zeero-s.com and Zeero-S application. Zeero-S may, at any time and in its sole discretion, suspend the marketing and distribution of all or any portion of any Title.

4.4. Zeero-S shall provide customer support to Readers regarding the access of titles and the installation of Zeero-S software in accordance with Zeero-S standard customer support practices. Merchant shall retain responsibility for all other customer support, including without limitation Reader subscription and title inquiries. The parties shall work together in good faith to develop an integrated process for dealing with customer support inquiries received by one party for the other.

5. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice must be in the form of email or letter address to our business registered address. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

6. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Zeero-S Limited rules. If any modification is unacceptable to you, you may provide a written notice to us for review, subject to approval at merchantsupport@zeero-s.com . Alternatively, you may end this Agreement by giving Zeero-S Limited written notice. Your continued participation as a merchant with Zeero-S Limited following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

7. Payment

7.1. Zeero-S Limited uses a third party to handle all of the tracking and payment. The third party is the CCBill. Kindly review the network’s payment terms and conditions.

7.2. Under this Agreement, Zeero-S Limited will pay the merchant on the commission earned on a monthly basis. The commission is the amount derived from the Net Revenues less the Transaction Fees.

7.3. The following example illustrate the application of the Zeero-S Limited Share of Net Revenue. This example is illustrative only and do not create binding obligations on any party.

(a) If an end-user acquires a Title using payment gateway determine by Zeero-S, (assuming no other deductions to arrive at Net Revenue), the shares of Net Revenue would be arrived at as follows.

 Example : 

Product selling Price 

Zeero-S share (35% of $1.00 Net Revenue)

Publisher share of Net

Revenue (Balance)

$1.00

$0.35

$0.65

 

7.4. Payments shall be made to the merchant’s bank accounts.

7.5. Above mentioned is our standard tariff apply to all merchant, however, if payment subject to Taxation or additional charges, Merchant is irrevocably bond by this and cannot be waived. 

8. Access to Merchant Account Interface

You will create an account with password so that you may enter the Merchant Account Interface. From the site, you will be able to publish your titles or advertisement, generate sales report that will describe our calculation of the commissions to you.

9. Advertisement/Newsfeed Restrictions

9.1. You are free to advertise your titles on Zeero-S banner with a fee. You may not advertise in any way that effectively conceals or misrepresents your identity, or your domain name or to promote other platform which results conflict of interest. You may use mailings to customers to promote www.zeero-s.com so long as the recipient is already a customer or subscriber of Zeero-S Limited. Also, you may post to newsgroups to promote Zeero-S Limited so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from www.zeero-s.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation as merchant with Zeero-S Limited. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light.

10. Disclaimer

ZEERO-S LIMITED MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ZEERO-S APPLICATION OR WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ZEERO-S LIMITED ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ZEERO-S LIMITED CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless Zeero-S Limited, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of Zeero-S trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Verification

We will perform verification to ensure that you are the owner of the account to process your merchant account application. You will receive an email from merchantsupport@zeero-s.com for the below documents. The application will be subject to Zeero-S review and approval.

(i)               Ensure that you have registered a merchant account at www.zeero-s.com

(ii)              Proof of Identity (Copy of Identity Card/Passport)

(iii)            Proof of Address (Phone bill or any statement to show your address) *You may cover the other non-related information on the bill

(iv)            Bank Details (For Payment/Remittance)

(v)              We may request for other additional documents if necessary