Zed User Agreement

LAST UPDATED 28 NOVEMBER 2022

Please read this Zed User Agreement carefully. This Agreement sets forth a legal agreement between you (“you” or “your”) and Zed Philippines, Inc., its subsidiaries and affiliates (collectively, “Zed”, “we”, “us” and/or “our”) regarding your use of the websites, mobile application (the “App”) and/or technology platform (collectively, the “Services”) offered, operated or made available by Zed. References to the “Zed User Agreement” mean this document that you’re reading and any terms, agreements, and policies referenced including the Zed Cardholder Agreement, Privacy Policy,, and any supplemental agreements, including any amendments that have been or may be made over time.  This Agreement applies when you access, interact with, sign up for or use any of the Zed Services and is binding as of the first date you access, use, interact with or sign up for any Services. Other aspects of the Services may be covered by other terms, conditions and agreements with Zed or third parties such as financial institutions. THIS ZED USER AGREEMENT ALSO INCLUDES, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION 24 BELOW FOR MORE INFORMATION.

By clicking the applicable button or checkbox to indicate your acceptance of this Agreement and our Privacy Policy, or otherwise by creating an account and accessing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the following terms of conditions set forth in this Agreement.  If you do not agree with these terms and conditions, you may not access or use the Services.

Please read the Zed Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information. By accessing or using the Services, you confirm that you have agreed to Zed’s Privacy Policy.

You may not use the Services in any manner that may impair, overburden, damage, disable or otherwise compromise (i) Zed’s Services; (ii) any other party’s use and enjoyment of the Services; or (iii) the services and products of any third parties including, without limitation, any device through which you access the App (the “Authorized Device”). You agree to comply with all applicable laws and regulations governing the downloading, installation and/or use of the App, including, without limitation, any usage rules set forth in the online application store terms of service.

From time to time, Zed may automatically check the version of the App installed on the Authorized Device and, if applicable, provide updates for the Zed App (“Updates”). Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins and new versions of the Zed App. By installing the App, you authorize the automatic download and installation of Updates and agree to download and install Updates manually if necessary. Your use of the App and Updates will be governed by this Agreement (as amended by any terms and conditions that may be provided with Updates). Zed reserves the right to temporarily disable or permanently discontinue any and all functionality of the App at any time without notice and with no liability to you.

You must be at least eighteen (18) years old to use the Services. By agreeing to this Agreement, you represent and warrant to us: (i) that you are at least eighteen (18) years old; (ii) that you have not been previously suspended, removed or deactivated from the Services; (iii) that you are citizen or legal resident of the Philippines; and (iv) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations.

In order to use the Services, you must create an account (an “Account”) with Zed. You agree that the information you provide to Zed on registration and at all other times, will be true, accurate, current, and complete, and that you will keep this information accurate and up-to-date at all times.  You are responsible for providing accurate information and for keeping your information up to date. We also request that you create a password for your Account.  You agree not to disclose your password to anyone else, and you also agree you will be solely responsible for any activities or actions taken under your Account, whether or not authorized by you.  Please notify us immediately of any unauthorized use of your password or Account.  We are not liable for any loss or damage from your failure to comply with these requirements.

You hereby authorize Zed, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and Account information. This may include asking you for further information and/or documentation about your identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources.

You may not create more than one (1) Zed Account. Each unique mobile device may not be associated with more than two (2) Accounts. Users who attempt to associate an excessive number of mobile devices with a single Zed Account may be deemed to have violated this Agreement to the extent they are deemed by Zed to have abused the Services, and may be subject to Account suspension or closure.

You may not create more than one (1) Zed account. You will only use the Services for your own personal and non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you are not authorized to use the Services. We cannot and will not be responsible for your using the Services in a way that violates the law.

We use Brankas (or another service provider designated by us) to gather your data from financial institutions. By using the Services, you grant us and Brankas the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institutions. You agree to your personal and financial information being transferred, stored, and processed by Brankas in accordance with the Brankas Privacy Policy, available at https://www.brankas.com/privacy-policy.

By providing us with a telephone number for a cellular phone or other wireless device, agreeing to this agreement, and signing up for an account, you agree to receive autodialed and pre-recorded, non-marketing, service-related text messages from or on behalf of Zed at the phone number provided. Zed will send you news and updates, including recommendations to help make the most of your Zed account(s) and access select Zed features. Message frequency varies.

By providing us with a telephone number for a cellular phone or other wireless device, agreeing to this agreement, and signing up for an account, you consent to receive autodialed and pre-recorded text messages from or on behalf of Zed at the number provided for marketing or promotional purposes. Message frequency varies. You understand that consent to marketing-related messages is not a condition of using the Services. To stop receiving marketing-related messages, you may reply STOP to any marketing-related text message you receive from Zed. After you text “STOP” to us, we will send you a text to confirm that you have been unsubscribed. After this, you will no longer receive text messages from us. If you are experiencing issues with the messaging program you can reply with the keyword “HELP” for more assistance, or you can get help directly at support@zed.co. Standard message and data rates may apply to both non-marketing and marketing-related messages. Carriers are not liable for delayed or undelivered messages.

By agreeing to this Agreement, you agree to receive push notifications from us. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of the Services.

The Services, including our websites, may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties’ services or websites.

Zed does not claim ownership of the content that you provide, upload, submit or send through the Services or to Zed. You understand and agree that all materials transmitted on or through the Services are the sole responsibility of the sender, not Zed, and that you are responsible for all material you provide, upload, submit or send to or through the Services. When you provide content to Zed or through the Services, you grant Zed (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights in any manner and for any purpose, including to improve the Services and create other products and services. Zed will not compensate you for any of your content. You acknowledge that Zed’s use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against Zed.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant Zed an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.

BY USING THE SERVICES YOU AGREE NOT TO:
A. breach this Agreement or any other agreement between you and Zed or violate any Zed policy;
B. access or use any part of the Services for any non-personal, commercial purpose;
C. access or use the Services for any illegal purpose or violate any law, statute, ordinance, or regulation;
D. attempt to gain unauthorized access to any other user’s Account;
E. modify or attempt to modify or in any way tamper with, circumvent, disable, damage or otherwise interfere with the Services;
F. access or use the Services in a way that may infringe upon the intellectual property or other rights of any third party, including, without limitation, trademark, copyright, privacy, or publicity rights; or
G. provide false, inaccurate or misleading information;
H. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof (including any App), except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
I. modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law; or
J. copy, distribute, transfer, sell or license all or part of the Services;
K. transfer the App to, or use the App on, a device other than the Authorized Device;
L. intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
M. take any action to circumvent, compromise or defeat any security measures implemented in the Services;
N. use the Services to access, copy, transfer, retransmit or transcode information, Zed logos, marks, names or designs or any other content in violation of any law or third party rights; or
O. remove, obscure, or alter Zed’s (or any third party’s) copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed through the Services.

Zed reserves the right, in its sole discretion, at any time to modify, augment, limit, suspend, discontinue or terminate any or all of the Services without advance notice. All modifications and additions to the Services shall be governed by this Agreement, unless otherwise expressly stated by Zed in writing. Zed may, from time to time, modify the Agreement. Please check this Agreement periodically for changes. Your continued use of the Services after the changes become effective constitutes your binding acceptance of such changes. In the event that a change to this Agreement materially modifies your rights or obligations, we will make an effort to notify you of the change, such as by sending you an email to the address we have on file for you, or presenting a pop-up window or other notification to you through the Services when you log in, and we may require that you accept the modified Agreement in order to continue to use the Services. Immaterial modifications are effective upon publication, and material changes will be effective upon the earlier of (a) continued use of the Services with actual knowledge of the modification, or (b) thirty (30) days following the change. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Agreement in effect at the time the dispute arose. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of the current version of this Agreement.

This Agreement is effective beginning when you accept the Agreement or first download, install, access, or use the Services, and ending when terminated as described in Section 17.

(a)  Termination by Zed. Without limiting other remedies, Zed may immediately terminate or suspend your access to and/or use of the Zed Services and remove, subject to any regulatory retention requirements, any material from the Services or our servers, in the event that you breach this Agreement. Notwithstanding the foregoing, we also reserve the right to terminate, limit or suspend your access to or use of the Zed Services at any time and for any reason or no reason, including: (i) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of Zed or any third party; or (ii) in connection with any general discontinuation of the Services. We also reserve the right to modify the Services at any time without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or revocation of your access to or use of the Services.
(b)  Termination by You. You may terminate acceptance of this Agreement at any time by permanently deleting the App in its entirety from the Authorized Device, whereupon (and without notice from Zed) any rights granted to you herein will automatically terminate. If you fail to comply with any provision of this Agreement, any rights granted to you herein will automatically terminate. In the event of such termination, you must immediately delete the App from the Authorized Device.

Upon termination of this Agreement: you understand and acknowledge that we will have no further obligation to provide or allow access to your Account or the Services. Upon termination, all licenses and other rights granted to you by this Agreement will immediately cease. Zed is not liable to you or any third party for termination of the Services or termination of your use of the Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION THAT YOU HAVE SUBMITTED, UPLOADED OR OTHERWISE MADE AVAILABLE ON, TO OR THROUGH THE ZED SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law or as provided in our Privacy Policy, Zed will have no obligation to store or maintain (or delete or destroy) any information stored in our database or to forward any information to you or any third party.

You hereby acknowledge that Zed owns all rights, title and interest in and to the Services and to any and all proprietary and confidential information contained therein (“Zed Information”). The Services and Zed Information, including visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, look-and-feel, and all other elements of the Services, are protected by applicable intellectual property and other laws, including patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Zed respects the intellectual property rights of others and expects you to do the same. Accordingly, we will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or through the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to support@zed.co

To the fullest extent permitted by law, you agree to indemnify, defend and hold Zed and all of its successors, parents, subsidiaries, affiliates, officers, directors, stockholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the “Indemnified Parties”), harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties arising out of or relating to (i) your access to, use of or alleged use of the Services; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. Zed reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Zed.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS REQUIRED BY LAW, ZED DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY ZED. ZED DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.SPECIFICALLY, BUT WITHOUT LIMITATION, ZED DOES NOT WARRANT THAT: (1) THE INFORMATION PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE CORRECT, ACCURATE, UP-TO-DATE, OR RELIABLE; (2) THE SERVICES BE UNINTERRUPTED OR ERROR-FREE; (3) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED BY OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (4) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED; OR (5) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY ZED. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE. ZED IS NOT LIABLE FOR AND DISCLAIMS LIABILITY FOR ANY DAMAGES, HARM OR LOSSES TO YOU ARISING FROM UNAUTHORIZED ACCESS OR USE OF YOUR ZED ACCOUNT OR THE SERVICES. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE INDEMNIFIED PARTIES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE WHERE SUCH DAMAGES RESULT FROM: (i) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, OR (ii) ANY PURCHASE OF A THIRD PARTY PRODUCT OR SERVICE BASED ON INFORMATION CONTAINED IN THE  ZED SERVICES, INCLUDING THE AVAILABILITY OF A COUPON. YOU SPECIFICALLY ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICE.EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 23 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.You agree that any dispute between you and Zed arising out of or relating to this Agreement or the Services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
(a)  Governing Law. Except as otherwise required by applicable law, the Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the Philippines without regard to its conflict of laws principles.
(b)  Informal Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against Zed, you agree to try to resolve the Dispute informally by contacting support@zed.co. We will try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Zed may bring a formal proceeding.
(c)  We Both Agree To Arbitrate. You and Zed agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
(d)  Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting support@zed.co within 30 days of first accepting this Agreement and stating that you (include your first and last name) decline this arbitration agreement.
(e)  Arbitration Procedures. Any dispute arising out of or in connection with this Zed User Agreement (“Dispute”), shall be resolved by amicable settlement, and for this purpose, you agree to enter into negotiations in good faith to arrive at such amicable settlement as provided in Section 24(b). However, if no satisfactory resolution of such Dispute is achieved within thirty (30) calendar days from the commencement of such negotiations, then a party may send a written notice to the other party for the purpose of having the Dispute finally settled by arbitration in Pasig City, Philippines in accordance with the Philippine Dispute Resolution Center, Inc. (“PDRCI”) Arbitration Rules in force at the time of the commencement of arbitration. The arbitral tribunal shall consist of three (3) arbitrators, one (1) of whom shall be appointed by you, one (1) of whom shall be appointed by Zed, and the third shall be appointed by the two (2) arbitrators thus appointed. The arbitral proceedings shall be conducted in the English language. The decision of the arbitrators shall be final and binding on both parties. The costs of arbitration shall be borne by the party whom the arbitral tribunal shall designate as being liable for said costs.
(f) Arbitration Fees. The PDRCI rules will govern payment of all arbitration fees.
(g) Exceptions to Agreement to Arbitrate. Either you or Zed may assert claims, if they qualify, in small claims court exclusively in Taguig City.. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
(h) No Class Actions. You may only resolve Disputes with Zed on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement.
(i) Judicial Forum for Disputes. Except as otherwise required by applicable law, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and Zed agree that any judicial proceeding (other than small claims actions) will be brought exclusively in the courts of Taguig City.
(j) Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Zed User Agreement or the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

This Agreement, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Zed regarding your use of and access to the Services, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in this Agreement is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

In the event of termination of this Agreement or the Services, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to the indemnification and hold harmless obligations, disclaimers and limitations of liabilities.

If you have any questions regarding Zed, the Services, or this Agreement please email us at support@zed.co.