Terms and conditions

Last updated: February 2024

1. About Us and our Service

1.1 Your Zyla Account is offered to you by AUS Merchant Services, Inc. (“AUS”), a licensed money transmitter and a registered Money Services Business with FinCEN. You can check our state licensure by visiting https://global.alipay.com/doc/platform/qd977g.

1.2 These terms and conditions (this “Agreement”), which may be amended or supplemented from time to time, sets out the terms governing the services provided by AUS to you and your use of your Zyla Account (“Zyla Account Services”). These terms and conditions together our Privacy Policy and any other terms and conditions referred to therein, constitute the legal relationship between you and us.

1.3 The services to be provided by AUS under this Agreement shall be offered at AUS’s sole discretion. AUS reserves the right, at its sole discretion, to offer, modify, suspend or terminate any or all of the services provided to you under this Agreement at any time without penalty.

1.4 We recommend you keep a copy of this Agreement for your records. As further described in clause 18, we will let you know if we make changes to this Agreement and will provide you with an updated digital copy of the Agreement for your records so that you can retain this Agreement in a Durable Medium. You can, however, always access the latest version by visiting www.zyla.com.

2. Applying for a Zyla Account

2.1 In order to open a Zyla Account, AUS requires:

2.1.1 you to complete our Application Form (online or paper based document);

2.1.2 confirmation of your acceptance of this Agreement and our Privacy Policy in a form acceptable to us; and

2.1.3 receipt of any information and/or documentation requested by us to ensure we meet our Compliance Obligations.

2.2 During the application process, you will be subject to AUS’s Customer Identification Program and Know Your Customer (“KYC”) processes and any other applicable AUS policies in place at the time of your application. As part of the registration process, you will need to accept this Agreement and other AUS policies that are currently or in the future may be included in the registration process. Depending on the types of services you register for, you may be asked to provide additional information or documents or to accept additional or supplementary terms and conditions covering such services. You represent and warrant that all information provided by you to AUS during the application process and any time thereafter is and will be truthful and accurate. Further, you represent and warrant that any person who completes the Application Form and confirms the acceptance of this Agreement and our Privacy Policy is duly authorized by you to apply for a Zyla Account with us.

2.3 On our acceptance of you as a Client, we will send you a notification informing you that your Zyla Account is open and ready to use.

2.4 If you do not use your Zyla Account for a period of 12 months or more we may suspend or terminate services for your account. We may also require you to provide such documentation and information that we may reasonably request to assist us in meeting our Compliance Obligations and you may need to re-apply to open a Zyla Account.

2.5 The Zyla Account is registered to the person or legal entity recorded with AUS as the account holder, and any money held is held for the Client. You may not assign your Zyla Account to third parties or grant third parties any legal or equitable interest over it.

2.6 By opening a Zyla Account, you warrant to us that your opening of a Zyla Account does not violate any Laws applicable to you and you shall indemnify us against any and all losses we incur in connection with your breach of this clause.

2.7 Our obligations under this Agreement are conditional on our acceptance of you as a Client which is at our sole discretion and we reserve the right to decline to open a Zyla Account for you without specifying a reason.

2.8 The Zyla Account is provided as a commercial tool to support the business activity of the Client; you agree that you will not use your Zyla Account for personal, family or household purposes or for any purposes in relation to the business activity of any third party. You represent to us that when you use our services you are not a consumer. Should AUS determine, in its reasonable opinion, that you are using your Zyla Account for personal, family or household purposes or for any purposes related to the business activities of any third party, AUS may, and you agree that AUS may, immediately suspend access to your Zyla Account.

2.9 You must be a legal resident of the United States. If you are a legal entity, you must be duly organized, validly existing and in good standing under all applicable Laws. If you are an individual, you must be 18 years or older to open and use the Zyla Account Services

2.10 We may require you to provide us with additional information and documents from time to time prior to using, or in connection with your use of, the Zyla Account. Such additional information might include documents allowing AUS to verify the source of the funds, including but not limited to invoices for services delivered for which you are being paid, and payment confirmation from the entity sending the funds. We may request additional information to enable us to comply with any applicable Law. Such information will be used in conjunction with other information we have in connection with your use of the Zyla Account. Failure to provide such requested information may result in us denying your use of the Zyla Account. All information you provide us must be accurate and complete. If we cannot verify that this information is accurate, we may deny your use of the Zyla Account, or terminate services for your Zyla Account

3. Personal Data and Zyla Account Security

3.1 By asking us to provide you with services under this Agreement, you will be providing us with information which includes information that may be personally identifiable information within the meaning of applicable Laws, which we collect, store and process in accordance with applicable Laws.

3.2 We will use your personal information to allow us to provide you with our services in accordance with our Privacy Policy.

3.3 If you provide us with personal information relating to another person, including but not limited to any Authorized Users, beneficiaries, directors, and beneficial owners of corporate entities, you must get consent from that person(s) for you to share such information in accordance with this Agreement and the Privacy Policy.

3.4 We may send your personal data to other companies within Ant Group in order to complete transactions and comply with applicable Laws. Companies within Ant Group will protect Client information using a strict code of security. AUS also reserves the right to share information with other organizations, such as banks, e-commerce platforms or other persons for the detection or prevention of crime or other abusive behaviour, in order to provide the services under this Agreement, or in order to comply with applicable Laws.

3.5 We may conduct soft searches through an identity-referencing agency and through other sources of information and use scoring methods to verify your identity; these soft searches do not affect your credit score. If you are a corporate entity, we may conduct these types of searches on your directors, shareholders or Authorized Users

3.6 If you link a marketplace to your Zyla Account as a payer of funds to your Zyla Account, you represent to AUS that the marketplace is a trusted payer, and you are thereby instructing AUS to share with the marketplace any information about you that is requested by the marketplace to enable settlement by the marketplace of funds owed to you. Any information shared by AUS with the marketplace is subject to the marketplace’s own privacy policy and data handling procedures.

4. Your Zyla Account

4.1 Your Zyla Account is a multi-currency digital wallet which enables you to send and receive electronic or cashless payments. For more information, please view the FAQ section at www.zyla.com.

4.2 Subject to any payment upload and/or withdrawal limits or other restrictions imposed by AUS at its sole discretion from time to time, you can withdraw and add funds to your Zyla Account at any time. Unless otherwise required by applicable Law, we will provide you with reasonable notice prior to imposing any limits or other restrictions on your Zyla Account.

4.3 Any withdrawal must be to an account in the same name as the Client of the Zyla Account, or where permitted by us, that of your legal representative, director, or ultimate beneficial owner, subject to applicable Laws and AUS’s policies and procedures.

4.4 You may add or remove a beneficiary at any time prior to instructing a payment to the beneficiary. More details on making payments are in “Sending Payments Using your Zyla Account” below.

4.5 AUS may suspend access to, disable or place limits on your Zyla Account without prior notice to you should we have reason to believe that your Zyla Account is being used in, has been used in or has been associated with, any actual or suspected fraud or attempted fraud, money laundering or terrorist financing, bribery or corruption or other illegal activity, or if AUS believes your Zyla Account has been compromised or used in any way which is contrary to this Agreement (including but not limited to if we reasonably suspect that you are in breach of this Agreement) or for the prevention of financial crime. In the event that we suspend your account, we will contact you using the contact details, including but not limited to telephone and/or email, that we have for you and which AUS reasonably believes to be secure, unless we determine that we are prohibited from doing so pursuant to applicable Laws.

4.6 When you upload or receive funds to your Zyla Account, we will issue you with stored value for that same amount. AUS combines your Zyla Account funds with the Zyla Account funds of other Zyla Account users and may invest those funds in liquid investments in accordance with applicable Laws. These pooled amounts are held apart from AUS’s corporate funds, and AUS will neither use these funds for its operating expenses or any other corporate purposes nor will it voluntarily make these funds available to its creditors in the event of bankruptcy. You may elect to exchange currencies in your Zyla Account by purchasing the desired amount of a currency using available funds in your Zyla Account. When you instruct AUS to convert one currency into another, the currency being sold becomes due and payable to AUS on the date confirmed in your Trade Confirmation Notice. Please refer to clause 9 for additional information regarding foreign exchange rates and fees for conversion services.

4.7 The Zyla Account is not a bank account or deposit account nor do the Zyla Account Services offer the features and benefits of a traditional bank account or deposit account. AUS is not a bank or other chartered depository institution. Funds held by AUS in connection with the processing of transactions are not deposit obligations and are not insured for the benefit of the user by the Federal Deposit Insurance Corporation or any other Authority.

4.8 We do not pay interest on funds held by us for you and we may retain, for our own benefit, any interest which accrues from funds held in any Ant Group bank accounts utilized to offer you the Zyla Account Services.

4.9 AUS may utilize its Affiliates as well as non-affiliates as Payment Service Providers to facilitate loads to your Zyla Account from non-U.S. financial institutions and to facilitate the collection and disbursement of payments made outside the U.S.

4.10 We are required to identify and verify funds received from third parties on your behalf and such third parties will need to be verified in accordance with our due diligence procedures before we are able to release your funds or make any onward payment.

4.11 Whenever you upload or receive funds to your Zyla Account, you should always ensure that you are using the most up to date account details provided to you by us. In the event that you instruct your funds to an incorrect account managed by AUS, you agree that AUS has permission to facilitate the necessary transfers in order to move the funds to the correct account without further notice to you.

4.12 You acknowledge and agree that:

a) we do not verify nor guarantee the accuracy, authenticity, reliability, appropriateness, or completeness of any and all information and data made available to you through the Zyla Account Services (including but not limited to, where applicable, foreign exchange rates);

b) any information or data obtained by you from us through the Zyla Account Services shall be used by you at your own risk and independent judgment, and all risk associated with the use of, or reliance on, any of such information and data accessed through the Zyla Account Services rests with you; and

c) we shall not be responsible or liable in any way, directly or indirectly, for any losses, damages or consequences of any kind arising from or in connection with your use of or reliance on, any information and data accessed through the Zyla Account Services

5. How to Upload funds to your Zyla Account

5.1 If you would like to upload funds you will need to log into your Zyla Account and follow upload instructions. Unless otherwise permitted by us, the account from which you upload funds must be registered in the same name as your Zyla Account. AUS may request that you answer security questions when uploading funds to your Zyla Account.

5.2 When you open a Zyla Account, you will be provided with a unique account number for each currency denominated wallet you select.

5.3 You should not, under any circumstances, deposit physical cash (coins and notes), checks or banker’s drafts into your Zyla Account.

6. Sending Payments using your Zyla Account

6.1 You can instruct a payment by logging into your Zyla Account and by doing so you are requesting AUS to provide you with payment services and each payment Instruction will be an individual contract between you and us.

6.2 In order to instruct a payment using your Zyla Account you will need to have enough funds available in your Zyla Account on your Designated Payment Date in the corresponding currency denomination taking into account any fees or costs associated with the transaction. If your Designated Payment Date is a date in the future, it is your responsibility to ensure that sufficient funds are in your Zyla Account to execute your Instruction on your Designated Payment Date (for the avoidance of doubt, any such transaction shall not be considered a forward trade transaction, and any Instruction for such a transaction will be executed by AUS based on the available spot exchange rate at the time of the execution). Failing to have sufficient funds in the required currency on your Designated Payment Date will result in AUS not executing your payment, in which case you shall be solely liable for any fees or penalties that may be incurred by you in connection with the non-payment. AUS will execute your payment after it has made deduction of any amounts due to AUS.

6.3 You will also need to provide us with the beneficiary account details and it is your responsibility to ensure the beneficiary account details are accurate and complete. We may require you to confirm by electronic means any beneficiary account details provided by you. The beneficiary account details provided by you are the details that AUS will use when executing your payment(s). Providing AUS with accurate information shall be solely your responsibility. AUS will not be liable to you if (a) the payment is executed late as a result of you providing incomplete beneficiary account details or your late response in confirming electronically any Instructions if requested to do so, or (b) if your funds are received by the wrong beneficiary as a result of you providing incorrect beneficiary account details. However, we will use reasonable efforts to assist you in recovery of your lost funds and we reserve the right to charge you a fee for our reasonable costs in doing so.

6.4 You may attempt to cancel or alter an Instruction by contacting us at any time before the Instruction has been acted on by us, except with respect to Foreign Exchange Transactions. Any Instruction for a transaction that you schedule for a future date will be executed by AUS based on the available spot exchange rate at the time of the execution.

6.5 If you wish to recall a payment which was instructed by AUS in accordance with your Instruction, we will make reasonable efforts to assist you with a recall; however, we will not be liable in the event that a recall is not possible or successful. Similarly, if a payment has been credited to a beneficiary’s account, we can usually only recall the payment with the consent of the beneficiary account holder. We reserve the right to charge an administration fee representing our administration costs in attempting to recall each payment in addition to any direct costs incurred by AUS. We will not be liable for any delays, charges or losses incurred due to the cancellation or recall of a payment and you agree to indemnify us for any charges or fees incurred by us assisting you in the attempted or actual recall of any payment and against any claims arising as a result of this recall.

6.6 AUS may refuse your Instruction to make a payment if you have not satisfied your obligations under this Agreement (including but not limited to a failure by you to supply accurate and complete payment instructions for the beneficiary of the payment) or if we believe the payment to be unlawful or in violation of our Compliance Obligations. AUS will not be liable to you if we delay or refuse to carry out a transaction. In these circumstances, we shall promptly notify you, stating wherever possible the reasons for our refusal, and the procedure for rectifying any payment detail errors that led to the refusal but we reserve the right to charge you a fee to cover our reasonable costs for doing this. We are not obliged to notify you of our refusal to execute the proposed transaction where we believe that such a notification would be unlawful.

6.7 In general, the maximum execution time for your payment to be received by the beneficiary bank for transactions occurring within the U.S. involving U.S. Dollars (“USD”) is one (1) Business Day following the Designated Payment Date. For any other currency, the maximum execution time is four (4) Business Days following the Designated Payment Date.

6.8 Although, in most cases, we are able to specify the execution time needed for the payment to reach the beneficiary bank, we cannot be responsible for any delays caused by:

6.8.1 verification checks such as requests for further information;

6.8.2 sufficient funds not being received; and/or

6.8.3 the beneficiary bank’s (or their correspondent bank’s) processing of the payment;

and so cannot guarantee that the beneficiary’s bank will make the funds available to the beneficiary on the day that it receives payment.

6.9 You consent to us including your full name, address, Zyla Account number and any other details as are required to be sent to the beneficiary’s bank or Payment Service Provider to enable us to comply with our Compliance Obligations and/or to enable the beneficiary’s bank or a Payment Service Provider to comply with all applicable Laws.

6.10 In some circumstances, intermediaries (such as correspondent banks) may be involved in an international payment and they or the beneficiary bank may deduct a charge or fee. You agree to be liable for such charges or fees. Please advise us if a specific amount must arrive in the beneficiary account, as we may be able to calculate any undefined charges in advance. You should ensure that you clearly discuss third party fees and charges with us when providing us with an Instruction to make a payment. We will not under any circumstances be liable for any direct or indirect losses that result from intermediary, correspondent or receiving bank or any other third party fees or charges.

6.11 If you have an agreement with a third party under which you have given that third party your permission to debit your Zyla Account directly, we may accept instructions to debit your Zyla Account directly from that third party.

6.12 When you instruct a payment that is to be paid in a different currency than your sending currency (e.g., a USD → GBP payment), we will first enter into a Foreign Exchange Transaction with you to convert the sending currency (e.g., USD) into your desired receiving currency (e.g., GBP), pursuant to clause 8 below. Then we will execute the payment pursuant to your Instruction. In the event the payment fails or is rejected for any reason, if the now-converted receiving currency is a Zyla available receiving account currency, then we will return your funds to your Zyla Account in the corresponding currency denomination (i.e., a receiving account in the local currency). If you do not already have receiving account in the local currency, we will create one for you which you will be able to see and manage in the Zyla portal.

7. Receiving Payments using your Zyla Account

7.1 When AUS receives cleared funds for you, we will credit your Zyla Account in the corresponding currency denomination. You should regularly check your transaction history and account balances. If your Zyla Account has the functionality to receive funds from third parties, you must provide such payers with the correct unique account number. AUS will not be liable for funds that are delayed or lost due to you providing an incorrect account number. However, we will use reasonable efforts to assist you in recovery of your lost funds and we reserve the right to charge you a fee for our reasonable costs in doing so. Please refer to Schedule 1, Account Restrictions, for further information on receiving funds from third parties.

7.2 If AUS receives funds for you in a currency denomination for which you are not registered, AUS will convert the funds to USD based on the available spot exchange rate and you may be charged a fee representing the costs incurred by AUS as a result. The USD funds will be credited to your USD Zyla Account.

7.3 Subject to the terms and conditions of this Agreement, your Zyla Account can hold balances for you for as long as your Zyla Account is open and you are not in default under this Agreement. Please see clause 14 for details relating to termination of account services.

7.4 AUS’s services to you under this Agreement do not extend to the actual purchase of any products or services using your Zyla Account.

7.5 You should be aware that using the Zyla Account to receive incoming funds does not necessarily mean that these transactions cannot be reversed. AUS reserves the right to reverse a payment in our sole discretion, including but not limited to the case of an erroneous payment, or if the payer or the payer’s bank or Payment Service Provider has reversed (or is reasonably likely to reverse) a payment which was used to fund the payment to you, or should we have reason to believe that your Zyla Account is being used in, has been used in or has been associated with, any fraud or attempted fraud or if we believe your Zyla Account has been compromised or used in any way which is contrary to this Agreement (including but not limited to if we reasonably suspect that you are in breach of this Agreement) or for the prevention of financial crime, or any other reasons related to compliance with applicable Laws (including applicable Laws on anti-money laundering) or AUS’s risk management policies or procedures. To the extent you receive any funds in error, you agree to immediately notify AUS and consent to AUS reversing the transaction where necessary. To the extent you have linked a marketplace to your Zyla Account, the marketplace may also reserve a right to debit or recall funds erroneously sent to your Zyla Account.

7.6 AUS reserves the right to reject or limit payments and funds transfers to you at any time at our sole discretion. Collection capability for your Zyla Account may be subject to restriction, and payments and funds transfers to you may be rejected for any reason, including but not limited to reasons related to compliance with applicable Laws (including applicable Laws on anti-money laundering) or AUS’s risk management policies or procedures. When rejecting a payment or funds transfer to you, AUS will be under no obligation to disclose the reason for the rejection.

8. Initiating Foreign Exchange Transactions Using your Zyla Account

8.1 AUS offers Foreign Exchange Transactions which give you the ability to exchange or convert instantly a specified amount of a given currency into another currency supported by AUS. AUS does not support Foreign Exchange Transactions entered into for investment or speculative purposes such as trying to profit from fluctuations in foreign exchange rates and you must tell us if that is your intention. We may, without further notice to you, decline to deal with you and/or suspend access to or terminate services for your Zyla Account if we have reason to believe that you are using any Foreign Exchange Transaction for investment or speculative purposes.

8.2 Each Foreign Exchange Transaction will be an individual contract between you and us. When you provide us with an Instruction to exchange or convert currency, we will confirm the following terms of the transaction:

8.2.1 the currency amount that you wish to convert;

8.2.2 the currency amount which will be purchased for you;

8.2.3 the exchange rate offered; and

8.2.4 any applicable fees or transmission costs

(collectively, the “Commercial Terms”).

8.3 On your acceptance of the Commercial Terms electronically by logging into your Zyla Account, you become legally bound to perform your obligations under the Foreign Exchange Transaction in accordance with those agreed Commercial Terms and we will provide you a Trade Confirmation Notice itemizing the Commercial Terms for your records.

8.4 You must have sufficient funds in the currency you wish to exchange or convert in your Zyla Account prior to initiating a Foreign Exchange Transaction. You agree that AUS may deduct funds from your Zyla Account to settle your liability on any Foreign Exchange Transaction.

8.5 If you do not hold sufficient funds in your Zyla Account prior to initiating a Foreign Exchange Transaction, you will not be allowed to proceed with the transaction.

8.6 AUS is not obliged to accept an Instruction from you to perform any obligations under a Foreign Exchange Transaction and reserves the right to decline to enter into a specific Foreign Exchange Transaction with you.

8.7 We will enter into all Foreign Exchange Transactions as principal and we shall have no responsibility to any other person other than you.

8.8 If a conversion can be recalled, and you wish to reconvert the bought currency to the original or different currency, the amount returned to you will be calculated according to the exchange rate determined by AUS on the date of the conversion.

9. Foreign Exchange Rate and Transfer Fees

9.1 When you sign up for a Zyla Account, you are provided with information in a Durable Medium relating to any transfer fees and the foreign exchange rate applicable to your transaction that you will incur when using your Zyla Account. We advise that you retain this information for your records. From time to time, AUS may update foreign exchange rates and transfer fees and will notify you of any such change. Any difference between the foreign exchange rate offered to you and the foreign exchange rate received by us will be kept by us. For further information on foreign exchange rate and transfer fees please contact us using any of the contact methods outlined in clause 11 below.

10. Prohibited Transactions

10.1 The Zyla Account is provided as a commercial tool to support businesses only and there are select types of business activities that AUS is not able to support. Furthermore, there are jurisdictions for which AUS is not permitted to offer services. Please regularly refer to Schedule 1, Account Restrictions, for further information on transactions that AUS is not able to assist you with.

10.2 AUS will not be liable to you in the event we refuse a transaction falling within a category detailed in Schedule 1, Account Restrictions.

11. Getting in Touch

11.1 AUS may communicate with you about your Zyla Account and the Zyla Account Services electronically as described in our Electronic Communications Policy.

11.2 You can contact us during office hours by calling on +1 855-797-3366, or by emailing us at support@us.zyla.com.

11.3 We will usually contact you using the primary email address or telephone number recorded on your Zyla Account. In addition to communicating via email and telephone, we may also communicate with you via letter (using the address details you provide) and text message (SMS) where appropriate. By opening a Zyla Account you agree that you have regular access to the internet, that you will check your incoming messages frequently and that you are able to store information sent to you by email in a Durable Medium (for example by retaining for future reference an email sent to you by us). We may contact you in relation to your obligations under this Agreement by email or telephone and it is for you to ensure that your contact details are correct and up to date at all times.

11.4 Any communication or notice sent to you by email will be deemed received by you on the same Business Day it was sent.

11.5 Where applicable Law requires us to provide information to you in a Durable Medium, we will either send you an email or send you a notification pointing you to information on our website in a way that enables you to retain the information in a format that can be retained permanently by you for future reference. You are required to keep copies of all communications we send or make available to you.

11.6 We will send our official communications to you in English and will always accept communications made to us in English.

12. Authorized Users

12.1 Subject to your account having this functionality, you may be able to add and remove Authorized Users to and from your Zyla Account by logging on to your Zyla Account and following relevant instructions. Only the primary account user can add or remove Authorized Users and we may request that you satisfy security processes prior to us facilitating your request.

12.2 Once an Authorized User is added to your Zyla Account, AUS will be approved by you to act on Instructions provided by such Authorized User.

13. Authority and Legal Restrictions

13.1 You represent and warrant to us that:

13.1.1 you are not suffering from any disability or impairment that would affect your capacity to enter into this Agreement and all Foreign Exchange Transactions and to give Instructions and that you agree to indemnify us for any losses we might suffer for breach of this warrant; and

13.1.2 you are not an agent acting for a third party unless we have previously agreed to this in writing

13.2 You further represent and warrant to us that:

13.2.1 execution and delivery by you of this Agreement, performance of all of your obligations contemplated under this Agreement, and your use of the Zyla Account Services, does not violate any Laws applicable to you and you have full authority to enter into this Agreement;

13.2.2 all information provided by you, including any representation made in this Agreement, is true, correct and complete, in all material respects as of the date of this Agreement or, if later, when the information is provided and that you will notify us promptly of any changes to such information; and

13.2.3 neither the information provided by you or your conduct or the conduct of your Authorized Users in relation to the transactions contemplated by this Agreement, was or is misleading, by omission or otherwise, or a violation of applicable Laws.

13.3 If you are acting as an agent of the Client, we may require written confirmation from the Client of your authority to transact on their behalf and any other documentation we may require to assist us with our Compliance Obligations.

13.4 In order to comply with our Compliance Obligations, we may need to request information or documentation from you, an Authorized User or a beneficiary from time to time and you agree to provide this information within a reasonable period from us requesting it. AUS will not be liable for any loss, direct or indirect, incurred due to your failure to respond to our requests. AUS may, and you agree that AUS may, immediately suspend access to your Zyla Account should you not provide requested information or documentation within a reasonable time from the request being made to you.

13.5 We will use your details to contact you and you must tell us promptly if your email, telephone number, address or any other material information changes.

13.6 If directed by an Authority or to satisfy its Compliance Obligations, AUS may be required to withhold funds held for you and AUS shall not be liable to you for any loss, direct or indirect, incurred as a result.

13.7 You acknowledge and agree that:

13.7.1 AUS does not verify nor guarantee the accuracy, authenticity, reliability, appropriateness, or completeness of any and all information and data made available to you through the Zyla Account Services (including but not limited to, where applicable, foreign exchange rates);

13.7.2 any information or data obtained by you from AUS through the Zyla Account Services shall be used by you at your own risk and independent judgment, and all risk associated with the use of, or reliance on, any of such information and data accessed through the Zyla Account Services rests with you; and

13.7.3 AUS shall not be responsible or liable, directly or indirectly, in any way for any losses, damages or consequences of any kind arising from or in connection with your use of, or reliance on, any information and data accessed through the Zyla Account Services.

14. Termination of Zyla Account Services

14.1 This Agreement shall continue until terminated in accordance with this clause 14.

14.2 AUS may terminate this Agreement by giving you no less than 2 months’ prior notice and you can terminate this Agreement immediately at any time. AUS will provide you with instructions on how to withdraw funds from your Zyla Account. On the Termination Date, your Zyla Account shall no longer be available to you for use

14.3 Termination by either you or us shall not affect an existing Foreign Exchange Transaction entered into prior to the Termination Date or a payment Instruction provided prior to the Termination Date and such outstanding obligations shall still be enforceable.

14.4 Any sums owed by you to us under this Agreement shall become immediately due and payable on the Termination Date. You shall pay such sums into a bank account nominated by us as soon as is reasonably practicable (and no later than five (5) Business Days) after the Termination Date.

14.5 Unless doing so would be a violation of applicable Laws and subject to applicable state escheatment law, AUS shall use its best endeavors to return any funds remaining on your account after the Termination Date. You can redeem any funds owed to you at any time within six (6) years of the Termination Date; however, if your funds remain with AUS for the relevant period of time set forth in applicable Laws on unclaimed property and we are unable to contact you, we may process the funds in accordance with our legal obligations, including by submitting such funds to the appropriate governing body as required by applicable Laws. Each jurisdiction has varying laws as to when the Zyla Account is subject to escheat, and AUS may be required to send the funds to the jurisdiction of your last known address. We will make reasonable efforts to contact you before transferring escheatable funds to a relevant regulatory authority

14.6 In the event AUS becomes aware of, or has reason to believe that, any of the events specified below have occurred, then AUS may in its sole discretion, terminate this Agreement immediately by written notice to you and we shall be relieved of any future obligations set out in this Agreement including but not limited to any obligations arising out of any Foreign Exchange Transactions entered into prior to the Termination Date:

14.6.1 you fail to provide us with material information when requested or required or provide false or misleading information to us;

14.6.2 you fail to settle outstanding funds owing to us;

14.6.3 you are or were at any time involved in or assisting in committing violations of applicable Laws, including money laundering or terrorist financing, bribery or corruption, or otherwise fail to meet any compliance or verification checks required by applicable Laws or our Compliance Obligations

14.6.4 you are being investigated by law enforcement and/or regulatory agencies;

14.6.5 you have materially breached the terms of this Agreement;

14.6.6 an Insolvency Event has occurred;

14.6.7 termination of this Agreement is required by the order of any court or competent regulator or otherwise by operation of applicable Laws; or

14.6.8 providing the Zyla Account Services to you would cause AUS to be in violation of applicable Laws or Compliance Obligations.

15. Online Services

15.1 When activating any AUS online services, and before being granted access, you will be required to set up your unique Security Credentials. Security Credentials will include without limitation a username, password, items of memorable information and any other security requirements we may require from time to time.

15.2 If your Zyla Account supports multiple Authorized Users, each of your Authorized User(s) will be required to have separate Security Credentials and you should not, under any circumstances, share your Security Credentials with anyone, even Authorized Users, or allow someone else to access your Zyla Account using your Security Credentials.

15.3 Whenever your Zyla Account online is accessed using your unique Security Credentials, it authorizes AUS to act on any submitted Instruction including but not limited to an Instruction(s) to transfer funds out of your Zyla Account.

15.4 You must inform us immediately by telephoning us should you suspect or discover that someone else knows your Security Credentials or you believe that your security details may have been misused. If your security details are lost or stolen, or you suspect that someone has used or tried to use them, you must tell us without delay. If your security details have been used to access any online services and we have not received notification of any unauthorized use from you, then we will act on any Instruction we receive.

15.5 We may suspend or limit the ability for you to access your Zyla Account online if we reasonably believe it necessary to prevent fraud or for security reasons. We may also request you to change or update your Security Credentials at any time and you agree to change or update your Security Credentials should we request you to do so.

15.6 It is your responsibility to maintain and ensure compatibility of your own equipment. You are also responsible for ensuring that your equipment is free from viruses and other malware. AUS recommends that you make use of anti-virus software, anti-spyware software and a personal firewall for security purposes.

15.7 You should not (and assume risk if you do) access your Zyla Account from any computer or mobile device connected to a public internet access device and you should not (and assume risk if you do) access your Zyla Account by following a link in an email (instead, please access your Zyla Account by using the URL: www.zyla.com).

15.8 AUS shall use reasonable commercial endeavors to keep online services free from viruses and corrupt files but cannot guarantee that they will be free from infection by viruses or anything else with contaminating or destructive properties. You must not misuse any of the online services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. AUS shall not be liable to you for any loss or damage caused to your software, equipment or data owing to your use of any AUS online services.

15.9 You must not attempt to gain unauthorized access to any online services or any server, computer or database connected to our online services. You must not attack our systems via a denial-of-service attack or a distributed denial-of-service attack and by doing so, you would be committing a criminal offense, which we may report to relevant law enforcement Authorities, and we will fully co-operate with them, which will include us providing law enforcement Authorities with information on your identity.

15.10 We are not able to guarantee that your access to any of the AUS online services will be uninterrupted, continuous or error free and we shall not be liable to you if you are not able to access our online services.

15.11 Our online services use a very high level of encryption and the use of such encryption may be illegal in some countries outside of the United States. You should ensure that you do not knowingly use any of our online services if local law does not permit it.

16. Liability

16.1 Provided that the procedures set out in this Agreement are followed by us, we are entitled to act on your Instructions or on the Instructions of an Authorized User, and you agree to indemnify us for all losses arising from our doing so.

16.2 You agree to indemnify AUS from any losses it may incur resulting from any errors made by you or an Authorized User unless such error arises due to our negligence, wilful default or fraud.

16.3 You must contact us immediately by telephone if you become aware of any unauthorized or incorrectly executed transactions. We encourage you to check your transaction history regularly. If you fail to bring an unauthorized or incorrectly executed transaction to our attention within 13 months from the date of the transaction we may not be liable to you.

16.4 In the case of a transaction that was unauthorized or incorrectly executed owing to an error made by AUS, AUS shall restore/refund the payment amount and any associated fees but beyond this, AUS will have no further liability to you.

16.5 AUS may not be liable to you or be required to restore/refund the payment amount and any associated fees if:

16.5.1 such unauthorized transaction has arisen as a result of you failing to keep your security keys, passwords or unique identifiers safe;

16.5.2 you fail to notify us of any loss of your security keys, passwords or unique identifiers after you become aware;

16.5.3 such unauthorized or incorrectly executed transaction is caused intentionally by you or as a result of your gross negligence;

16.5.4 you fail to notify us as detailed under clause 15.4; or

16.5.5 the receiving bank (i.e., the beneficiary’s bank) fails to process the payment correctly.

16.6 AUS will make reasonable efforts to assist with tracing and recalling any unauthorized or incorrectly executed payments.

16.7 Subject to clause 16.9, AUS’s aggregate liability, including for claims, expenses, damages or indemnity obligations under or in connection this Agreement, will not exceed USD $500,000.

16.8 AUS shall not be liable to you for:

16.8.1 any loss of profit, business opportunity or reputation;

16.8.2 any action for damages made against you by a beneficiary; or

16.8.3 any indirect or consequential losses (whether foreseeable or not).

16.9 Nothing in this Agreement excludes AUS’s liability for fraudulent misrepresentation, death or personal injury caused by its own negligence or the negligence of its employees or any other liability which AUS owes to you under applicable Laws.

16.10 If AUS is unable to perform its obligations under this Agreement because of factors beyond our control, including but not limited to a change of law, an event of ‘Force Majeure’, withdrawal of a currency or the imposition of sanctions, including over a country, Client, Authorized User, or payment beneficiary or any event that would make it unlawful to perform such obligations, then AUS will notify you as soon as is reasonably practicable and will use reasonable efforts to return any money held for you in respect of which AUS has been unable to discharge such obligations, unless doing so would be a violation of applicable Laws. However, we will not have any liability to you in these circumstances and we may be entitled to recover from you reasonable costs incurred by us in acting in accordance with this clause.

17. Set-Off

17.1 AUS may, at any time and without notice to you, use funds in your account to settle any liability that you owe to AUS, whether the liability is present or future, liquidated or unliquidated. This includes any funds held in your sole name or if you are two or more persons any funds held jointly.

17.2 If the liabilities to be set off are expressed in different currencies, AUS may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by AUS of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

18. Changes to this Agreement

18.1 Subject to clause 18.3, we may amend and update this Agreement by giving you no less than one (1) month’s notice describing the relevant amendments. We shall give you notice of any proposed change by sending an email to the primary email address recorded on your Zyla Account or notifying you when you log into your Zyla Account. The proposed change will take effect one (1) month after the date of the notice.

18.2 Unless otherwise agreed by us in writing, an amendment will not affect any legal rights or obligations that may have already arisen prior to the date specified in the notice. You have the right to object to the proposed changes within the notice period, or to terminate the Agreement immediately and without charge provided you do so prior to the date specified in the notice.

18.3 Changes that make this Agreement more favorable to you shall come into effect immediately.

19. Complaints

19.1 If you feel that we have not met your expectations in the delivery of our services or if you think we have made a mistake, please let us know. Please contact us at support@us.zyla.com. We have internal procedures for handling complaints fairly and promptly in accordance with applicable Laws. A copy of our complaints procedure is available upon request.

19.2 If you would like to make a complaint, please clearly indicate that you wish to make a complaint. This helps us to distinguish a complaint from a typical query. We may send an acknowledgement of your complaint or request additional information from you regarding your complaint.

20. Dispute Resolution

20.1 Agreement to Arbitrate. You agree that any dispute between you and AUS or its Affiliates arising out of or relating to this Agreement or the services contemplated hereunder (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.

20.2 Governing Law. This Agreement and the resolution of any disputes shall be governed by and construed in accordance with the Laws of the State of California without regard to its conflict of Laws principles.

20.3 Informal Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against AUS or its Affiliates, you agree to try to resolve the Dispute informally by contacting support@us.zyla.com. 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 AUS may bring an arbitration proceeding.

20.4 Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting support@us.zyla.com within 30 days of first accepting this Agreement and stating that you (include your first and last name) decline this arbitration agreement.

20.5 Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules then in effect. Arbitration will be handled by a sole arbitrator in accordance with those rules. The arbitration will be held in San Francisco, California, or any other location we agree to.

20.6 Arbitration Fees. The AAA rules will govern payment of all arbitration fees.

20.7 No Class Actions. You may only resolve Disputes with AUS 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.

20.8 Judicial Forum for Disputes. Except as otherwise required by applicable Laws, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and AUS agree that any judicial proceeding will be brought in the federal or state courts of San Francisco County, California. Both you and AUS consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

20.9 Limitation on Claims. Regardless of any Law to the contrary, any claim or cause of action arising out of or related to this Agreement or the services contemplated hereunder 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.

21. Regulatory Information

21.1 For information regarding AUS, including its money transmission licenses, regulators and any required disclosures, please visit https://global.alipay.com/doc/platform/qd977g.

22. Miscellaneous

22.1 In general, official communications in relation to this Agreement and the services contemplated hereunder, whether orally or in writing, will be in the English language. We reserve the right to request that you confirm in writing any oral communications that you may give us.

22.2 This Agreement and the services contemplated hereunder are subject to all applicable Laws. If there is a conflict between this Agreement and any applicable Laws, the latter will prevail.

22.3 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or paragraph.

22.4 Any failure by AUS to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

22.5 AUS shall not provide you with any investment advice or advice such as whether to proceed or not to proceed with a transaction or in respect of timing of a transaction or the legal, regulatory, business, financial or other consequences of a transaction. All services contemplated by this Agreement are provided on an execution only basis. Any decision to transact is always your decision and we cannot be liable for any loss including but not limited to loss due to exchange rate moves before or after you transact. We may provide market information at your request, but this is not provided as advice and you should not infer anything from the information. Foreign exchange conditions are very complex and volatile and as a result, we cannot accept responsibility for your decision to enter a transaction under this Agreement.

22.6 The provisions of this Agreement are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other part of this Agreement.

22.7 You consent to us assigning our rights under this Agreement to an Affiliate or successor pursuant to a reorganization, merger, consolidation or sale of a substantial portion of our business to which this Agreement relates. You may not assign your rights under this Agreement without our prior written consent. In the event that we assign our rights in accordance with this clause, you agree to the transfer of your funds held on your Zyla Account to the assignee.

Definitions:

Whenever used in this Agreement, unless stated otherwise, the following words shall have the following meanings:

“Account Restrictions” means the policy set out in Schedule 1 hereto which sets out specific undertakings provided by you to AUS and explains restrictions that apply to the way you use your Zyla Account; for example, the Account Restrictions outlines several business activities that cannot be supported using your Zyla Account.

“Agreement” means these general terms and conditions, together with all schedules and attachments forming the Agreement, and the Application Form and shall extend to include each and every Foreign Exchange Transaction and each and every payment Instruction (each as amended from time to time).

“AUS”, “we”, “us” or “our” shall mean AUS Merchant Services, Inc. (or, if you are located in Nevada, AUS (Nevada) Merchant Services, Inc.), which is a licensed money transmitter as set forth in https://global.alipay.com/doc/platform/qd977g and a registered Money Services Business with FinCEN.

“Ant Group” means Ant Group Co., Ltd. and/or any of its subsidiary or holding companies or subsidiaries of its holding companies, successors and/or assignees.

“Application Form” means the application form that you complete and submit to us for the purpose of using our services as described in this Agreement.

“Authorized User” is any person who you, the primary account holder, authorizes and notifies us in writing or email, and who we accept, has authority to act on your behalf.

“Authorities” includes any judicial, administrative, public or regulatory body, any government, any Tax Authority, court, central bank or law enforcement body, or any of their agents with jurisdiction over any part of the AUS and Ant Group.

“Business Day” means a day on which commercial banks are open for business in the United States excluding Saturdays, Sundays and bank holidays.

“Client”, “you” or “your” means the registered account holder (or registered account holders for a joint account) named in this Agreement, together with (if relevant) its subsidiaries, affiliates, successors and/or assignees, as well as where relevant its officers, directors, employees and agents.

“Commercial Terms” has the meaning as described in clause 8.2 of this Agreement.

“Compliance Obligations” means obligations of the AUS and Ant Group to comply with Laws, international guidance, internal policies or procedures, requests and/or demands from Authorities such as reporting and/or disclosure obligations and Laws including (but not limited to) requiring us to verify the identity of our customers.

“Designated Payment Date” means the date you select for payment, which may be either the date of the Instruction or a future date selected by you.

“Durable Medium” means a medium which allows you to store information in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.

“Electronic Communications Policy” means the policy set out in Schedule 2 hereto which sets out the means through which you and AUS may communicate about your Zyla Account and the Zyla Account Services electronically.

“FinCEN” means the United States Department of the Treasury’s Financial Crimes Enforcement Network.

“Force Majeure” means events or causes beyond the reasonable control of the affected party including but not limited to: war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, power or water shortage, failure of a transmission or communication network, epidemic, quarantine, strike or other labor difficulty or expropriation, restriction, prohibition, law, regulation, decree or other legally enforceable order of a government agency, breakage or accident, change of International, State or Commonwealth law or regulation or any damage of machinery or systems, unless occurring as a result of an act, omission, default or negligence of the affected party.

“Foreign Exchange Transaction” means a contract to exchange or convert instantly a specified amount of a currency into another currency supported by AUS.

“Instruction” means any instruction or request given by telephone, letter, email, API, through the Zyla Account online system, app or face-to-face by you or an Authorized User relating to the execution of a (i) Foreign Exchange Transaction or (ii) payment service to be executed on a Designated Payment Date.

“Insolvency Event” means in relation to you, your subsidiaries, affiliates, successors and/or assignees, as well as your officers, directors, employees and agents:

a) if such person dies, becomes of unsound mind, becomes insolvent, a bankruptcy petition is presented against any such person; or

b) any steps are taken to appoint an administrator, judicial factor or similar officer to any such person or to otherwise apply to the court for a moratorium or make a proposal to creditors for a voluntary arrangement or any such person grants a trust deed for creditors or takes any action with a view to the readjustment, rescheduling forgiveness or deferral of any part of any such persons’ indebtedness or any such person enters into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them (except for the purposes of a solvent reconstruction or amalgamation), or a receiver, receiver and manager, or other controller, administrator or similar officer to be appointed with respect to, or takes control of, any such person or assets and undertakings of any such person.

“Laws” means any law, regulation, rule, requirement, judgement, decree, order, sanctions regime notice or directive, including, without limitation, any global, federal, country, state or local laws, rules and regulations and including those issued by governmental or regulatory authorities, as well as the rules and regulations of the National Automated Clearing House Association.

“Payment Service Provider” means any authorized financial institutions (including licensed money transmitters and chartered banking institutions) when they carry out payments, which may include AUS’s Affiliates.

“Privacy Policy” means the policy available at www.zyla.com which explains how AUS uses, stores and collects information about you.

“Security Credentials” has the meaning given in clause 15.

“Spread” means the difference between the exchange rate obtained by AUS and the exchange rate offered to the Client.

“Tax Authority” means U.S. or foreign tax, revenue or monetary Authorities.

“Termination Date” means the date at which this Agreement is deemed to come to an end and the obligations which it enforces cease to be enforceable, except those clauses that specifically state that they survive termination.

“Trade Confirmation Notice” means a statement available on your Zyla Account confirming the Commercial Terms of the already legally binding Foreign Exchange Transaction.

“Zyla Account” means your Zyla multi-currency digital wallet provided by AUS.

Schedule 1

Account Restrictions
1. You have signed up for access to the Zyla Account Services which is subject to our approval and subject to receipt of any required or additional information throughout your use of the service. Any requested information must be provided without delay. If requested information is not provided within a reasonable timeframe we reserve the right to decline the service.

2. The ‘Zyla Account’ may only be used for transactions directly related to your business’s stated activities and not for personal, household, transactions relating to friends and family or other third party businesses (regardless of whether they hold the positions of directors or owners in common). Where your business’s activities change from what you have stated to us previously, you are required to inform us of this. Failure to do so may result in account termination, suspension, delay, or a refusal to conduct future transactions.

3. You agree and warrant that you will not use your Zyla Account to engage in any transaction involving the following prohibited or illegal goods, services, or activities (“Prohibited Transactions”). Should AUS determine, at its sole discretion, that you are using your Zyla Account directly or indirectly in relation to any of the below Prohibited Transactions, AUS may immediately terminate your Zyla Account without further notice to you:

Harvesting or trading of human organs and blood
Trading of controlled or endangered animal species
Manufacturing or trading of tobacco, cigarettes related including e-cigarettes
Manufacturing or trading of controlled and dangerous tools e.g. crossbows
Manufacturing or trading of weaponry, ammunition and military related goods
Unlicensed manufacturing or trading of hazardous/toxic chemicals and related raw materials
Manufacturing and trading of drugs, including marijuana, CBD oil and drug related paraphernalia or illegal and or unlicensed substances/medicine
Gambling related activities such as casinos, lotteries, online gambling or any tool which is intended or marketed to be used in the assessment of bets or gambles
Human smuggling, human trafficking, prostitution, and adult entertainment including establishments and distribution of pornography
Any products or services using child labour or mined, produced, or manufactured wholly or in part using forced labour
Unlicensed or illegal financial services
Trading of non-fungible tokens, cryptocurrencies or other virtual currencies
Crowdfunding, investment immigration and lending services
Charities or non-profit organisations
Multi-level marketing or pyramid schemes
Precious metal and precious metal investment, artworks and antiques except gold, silver or diamond jewellery
Auctions houses
Services related to game hunting e.g. travel agencies
Religious organisations or psychic services and related activities
Live streaming platforms or services
Unlicensed export or re-export of US origin goods, services or technology subject to the jurisdiction of the US Department of Commerce, Department of State and Department of Treasury
Any other industries deemed to be illegal/controlled activities in any applicable jurisdiction.
Any other industries that AUS deems to fall outside of its risk appetite.

If you are unsure whether or not your business activities fall within any Prohibited Transactions you are advised to contact us immediately and seek clarification PRIOR to opening a new account or using your existing Zyla Account in relation to such activity.

4. Where you are selling goods or services on any online marketplace and using your Zyla Account to collect such revenues, you confirm that you have ownership of all capital generated therefrom. In addition, you agree to provide details of this activity (including link(s)) to AUS on an ongoing basis.

5. Where you use your Zyla Account to collect funds from payment gateways (e.g., PayPal), you must be the owner of the payment gateway account and it should only be used to receive funds relating to your ordinary business activities (in accordance with item 2 above). AUS may seek supporting evidence from time to time and you agree to supply this information without delay.

6. You may not use the Zyla Account Services if you are residing, working or conducting business in any country restricted by the U.S. Office of Foreign Assets Control, or subject to sanctions imposed under applicable Laws. We may in our sole discretion decide to discontinue or restrict our services to residents of other countries at any time and without prior notice.

7. We reserve the right to suspend or terminate your use of the Zyla Account Services at any time if we reasonably believe to be required to do so by applicable Laws or in order to comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.

8. It is strictly forbidden to use the Zyla Account Services for any illegal purposes including but not limited to fraud, money laundering, terrorism financing, bribery and corruption. You are prohibited from using the Zyla Account Services in any attempt to abuse, exploit or circumvent any applicable Laws.

9. If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this Account Restrictions or without the necessary approval from us, we reserve the right to (i) reverse the transaction; (ii) terminate or suspend your use of the Zyla Account Services or the Zyla Account; (iii) freeze all or part of the funds in your Zyla Account, (iv) report the transaction to the relevant law enforcement agency; and (v) claim damages from you.

10. You confirm that you shall, at all times, adhere to applicable Laws including but not limited to tax laws passed by any relevant government authority, and that you will pay, and are responsible for paying, all taxes and other government charges as are required by each jurisdiction in which you operate. You agree it is your responsibility to seek independent advice to meet your tax liabilities and any other legal responsibilities.

11. Where your Zyla Account receives money from marketplaces or payment gateways, these funds can only be from marketplaces or payment gateways that have been approved by AUS. The approved list is available upon request.

12. If we receive a complaint and supporting materials (such as purchase records or a temporary restraining order issued by a court) from a third party right holder alleging intellectual property infringement against you, we may, in our sole discretion, terminate, suspend or limit your use of services provided by AUS or access to funds in your Zyla Account. The restraints we may put on your Zyla Account include but are not limited to freezing all or part of the funds in your Zyla Account. The restraints may remain in place until you fully resolve the disputes with the third party complainant.

13. Each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. person, such as the U.S. customs laws, Export Administration Regulations, the International Traffic in Arms Regulations, economic sanctions programs implemented by the Office of Foreign Assets Control, and Russia related Executive Orders (EO 14066, 14068, 14024, 13660, 13661, 13662, 13685, 14038) issued by the U.S. Government.

14. You represent and warrant that you and your financial institution(s), or any party that owns or controls you or your financial institution, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

15. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any goods to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including to any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority unless such activity is authorized by law pursuant to a license or other government authorization.

16. You will not export or re-export goods to Cuba, the Crimea region of Ukraine, Luhansk Region (“LNR”), Donetsk Region (“DNR”), Iran, North Korea, Sudan, Syria, the Yuzhno-Kirinskoye Russian oil and gas field located in the Sea of Okhotsk or to any restricted/embargoed country as may be designated from time to time by the U.S. Government unless otherwise authorized by the U.S. Government.

17. You will not import directly or indirectly items subject to U.S. Section 307 of the Tariff Act of 1930 (19 U.S.C. §1307) which prohibits importing any product that was mined, produced, or manufactured wholly or in part by forced labor, including forced or indentured child labor. U.S. Customs and Border Protection (CBP) enforces the prohibition.

18. You will not import, export, re-export, sell, or deliver goods subject to the Russia as indicated in the EO 14068, prohibiting U.S. persons from the following activities: (1) exports of luxury goods to Russia and Belarus, (2) U.S. imports of Russian alcohol, seafood, and diamonds.

Should any of the above conflict with your requirements, please contact AUS to discuss by calling +1 855-797-3366.

Schedule 2

Electronic Communications Policy

CONSENT TO ELECTRONIC COMMUNICATIONS

1) To the fullest extent permitted by applicable Law, this Agreement and any other terms and conditions, notices or other communications from AUS Merchant Services, Inc., d/b/a Zyla, to you regarding our services being offered (“Communications”) may be provided to you electronically, and you consent and agree to receive Communications in an electronic form. Electronic Communications may be posted on the pages within the Zyla Account online portal (“Client Portal”) and/or delivered to your email address. You can print a paper copy of or download any electronic Communication and retain it for your records. All Communications in electronic format will be considered to be “in writing”. AUS reserves the right to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying us. If you revoke your consent to receive Communications electronically, we may terminate your right to use the Client Portal and Zyla Account, and you accept sole liability for any consequence resulting from suspension or termination of the Zyla Account, to the extent permitted by applicable Laws.

2) We usually communicate with you via e-mail or SMS text message or by posting messages in the Client Portal. For this purpose, you must at all times maintain at least one valid e-mail address. You are required to check for incoming messages regularly and frequently. Messages may contain links to further Communications on our website. Any Communication or notice sent by e-mail or SMS text message or posted to the Client Portal will be deemed received by you on the same day if it is received in your e-mail inbox or mobile device or is posted to the Client Portal before 5:00 PM Pacific time on a Business Day. If it is received after 5:00 PM Pacific time on a Business Day or at any other time, it will be deemed received on the next Business Day.

3) You can request a copy of the current terms and conditions or any other contractual document received electronically and relevant to you by contacting us at support@us.zyla.com. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your Zyla Account. We reserve the right to impose a fee for each requested paper copy.

4) In order to access and retain electronic Communications, you will need the following hardware and software:

A computer with an Internet connection;
A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;
Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format;
a valid email address (your primary email address on file with AUS); and
sufficient storage space to save past Communications or an installed printer to print them

5) If you are unsure whether a communication originated from us, please contact us at support@us.zyla.com.

6) We may make Communications available in different languages, but we reserve the right to communicate with you in English and you will always accept communications made to you in English. Communications available in other languages are for convenience only and we have no obligation to conduct any further communication in that language. In the event of a conflict between the English version of these terms and conditions and a version in a language other than English, the English version shall control.

Terms and Conditions Version 2.0.