Zum Rails' Terms and Conditions
TERMS OF SERVICE
Terms of serviceLast Updated: February 5, 2024
Your use of the Connect service enabled by Zūm Rails Inc. (“Zūm Rails”) from within the ARGO DIGITAL US LLC website (the “Website”) is subject to the following terms. These Connect Terms of Connect service (“Terms of Connect service” are a legal agreement between Test Customer LTD(“ARGO DIGITAL US LLC”, “we” or “us”) and you, the user of the Connect service (“you”), and govern your use of the Connect service and related matters. By using the Connect service, you agree to be bound by these Terms of Connect service, as amended by ARGO DIGITAL US LLC from time to time, as well as to the ARGO DIGITAL US LLC Privacy Policy. You also agree that if you are accepting these on behalf of another entity, you have the full authorization to do so.
1. General
We use the Connect service to allow you to connect your bank account, credit card or debit card(“Payment Method”). Connecting your Payment Method helps us better support your requested payments, including by verifying your account and accelerating your payments where possible.
2. Using the Connect service
If you choose to enable the Connect service, Zūm Rails will ask you to connect Payment Method. If you connect your bank account, you will provide your bank credentials (including your user name and password) to Zūm Rails’ (“Connect service Provider”), who will only use your credentials to retrieve bank account data for your requested transactions, including the following:
Contact information (such as your name, email address, phone number, and address)
Account details (such as your account type and bank, branch, and account numbers)
What is collected from your account will vary depending in part on what your bank makes available. Zūm Rails will then store and use this information to better support your future requested payments with us, including by verifying your bank account and accelerating your payments where possible.
Zūm Rails will also transfer to its banking partner the account details in order to debit your account at the time of your requested payments. By connecting your Payment Method, you also provide Zūm Rails with the authority to share certain account details with us to support your customer relationship with us, such as information for record keeping.
The API, or similar Connect service, is an essential component of the Connect service and you cannot proceed with the Connect service unless you agree to use the API or similar Connect service. In the event the Zūm Rails API is unavailable, you agree that Zūm Rails will be entitled to select a replacement Connect service Provider for the time period in which the Zūm Rails API is unavailable. Zūm Rail will be solely liable to you for any damages, losses, or otherwise resulting from its use of a replacementConnect service Provider.
3. Link or Unlink a Payment Method
Before linking a bank account, you should review and understand the consumer protection rights andremedies available for different payment sources under the Electronic Fund Transfer Act (EFTA) and FairCredit Billing Act (FCBA). Please keep your payment method information current (e.g., credit cardnumber and expiration date). If this information changes, we may update it using information andthird-party sources available to us without any action on your part.
4. Data Privacy
By using the Connect service, you consent to the collection, use, disclosure, and retention of your personal data. You confirm that the information you are providing to Zūm Rails has no mistakes and is your correct information. Zūm Rails has its own privacy policy and for more information, please visit their website ( https://zumrails.com/privacy-policy ). Neither ARGO DIGITAL US LLC nor Zūm Rails will sell or rent your personal data. Zum Rails may use your data in an anonymized manner (without identifying you) for any purpose permitted under applicable law. Zūm Rails is not responsible or liable for the use, disclosure, or retention of your personal data by ARGO DIGITAL US LLC and ARGO DIGITAL US LLC is not responsible or liable for the use, disclosure, or retention of your personal data by Zūm Rails.
If you would like to exercise any of your privacy rights, please contact ARGO DIGITAL US LLC directly.Please contact ARGO DIGITAL US LLC regarding inquiries concerning canceling or stopping payments.
Where shopper’s cardholder payment data is transmitted, processed, or stored through the the Connect service, Zum Rails acknowledges that it shall be responsible for the security of such data in accordance with applicable PCI DSS requirements.
Zum Rails routinely backs up transaction information on its servers in Canada and USA and by using the Zum Rails services you agree for relevant transaction information to be stored on such servers and agree to the transfer/export of data from the country or territory from where you are conducting the transaction to our data servers.
5. Grant of Power of Attorney
You grant Zūm Rails a limited power of attorney, and you appoint Zūm Rails as your attorney-in-fact and agent in all capacities to access your selected account(s), retrieve and store information as described above, to provide you the Connect service and as permitted by applicable laws and regulations. You agree that when Zūm Rails accesses and retrieves your information from your selected account(s), Zūm Rails is acting as your agent, and not the agent of any third-party banks. You agree that third-party banks shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. You understand and agree that the Connect service is not endorsed or sponsored by any third party whose account(s) are accessible through the Connect service. The power of attorney that you grant Zūm Rails may be revoked at any time by deleting the information you shared with Zūm Rails, as the case may be, or by otherwise discontinuing use of this Connect service
6. Payment Methods and the Connect service
If you are using the Connect service in conjunction with the Payment Methods, you are not permitted to initiate or receive any third-party transactions without prior authorization from Zum Rails. We reserve the right to terminate, suspend or revoke access to the Connect service if you engage in such transactions. We also may close your account.
7. Zūm Rails' Role
The Connect service is a way of verifying and storing Payment Methods, and facilitating payments for ARGO DIGITAL US LLC, but it does not change anything else about your relationship with ARGO DIGITAL US LLC or your bank or financial institution. You are ultimately responsible for complying with the agreements that govern your relationship with ARGO DIGITAL US LLC, your relationship with your bank or financial institution accounts, and that govern the purchases you make using the Connect service. Also, ARGO DIGITAL US LLC is the one that is responsible for making the deposited funds available in the selected ARGO DIGITAL US LLC account when you use the Connect service. Zūm Rails uses reasonable efforts to keep your financial data secure.
8. Proprietary Rights
Using the Connect service does not grant you any intellectual property, proprietary, or other rights to the Connect service. Furthermore, you agree not to reverse engineer, disassemble, decompile, derive or otherwise transform, or attempt any of the foregoing, any of the technology used to provide the Connect service, whether owned or licensed by ARGO DIGITAL US LLC, Zūm Rails, or any of its Connect service Providers.
9. Representations and Warranties
For Individuals:
By using the Connect service you represent and warrant that you:
a. Are at least the 18 years of age;
b. Will not use the Connect service for any fraudulent, unlawful or abusive purpose;
c. You have the lawful right to authorize Zūm Rails to access your bank account, or your company’s bank account, as the case may be, and to use your financial data.
For Sole Proprietorships, Partnerships and Corporations:
By using the Connect service you represent and warrant that you:
a. it is a sole proprietorship/partnership/corporation, duly organized, validly existing and in good standing;
b. it has the full right, power and authority to enter into these terms;
c. your acceptance of these terms have been duly authorized by all necessary action;
d. The acceptance of these terms will not violate, conflict with, require consent under, or result in any breach or default under (i) any of its organizational documents (including its partnership agreement, its certificate of incorporation and by-laws, as applicable), (ii) any applicable laws or (iii) the provisions of any contract or agreement to which it is a party or to which any of its material assets are bound.
10. Disclaimers
The Connect service, including all content, software, functions, materials, and information made available on, provided in connection with or accessible through the Connect service, are provided “as is” and “as available”. To the fullest extent permissible by law, neither ARGO DIGITAL US LLC, ZūmRails, nor their affiliates, and their agents, merchants or independent contractors and Connect service providers (the “Disclaiming Entities”), make any representation, warranty, condition or guarantee, of any nature or kind whatsoever, whether express, implied or statutory, for the Connect services or the content, materials, information, and functions made accessible by the Connect service, including without limitation the timing of delivery of funds, whether or not the timing was in the control of ARGO DIGITAL US LLC or Zūm Rails, or for any breach of security associated with the transmission of sensitive information through the Connect service. Each Disclaiming Entity disclaims without limitation, any representation, warranty, condition, or guarantee of any nature or kind with respect to the Connects ervice, non-infringement, merchantability, or fitness for a particular purpose. The Disclaiming Entities do not warrant that the functions contained in the Connect service will be uninterrupted or error-free.The Disclaiming Entities shall not be responsible for any Connect service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of payment transactions. Notwithstanding anything to the contrary in theseTerms of Connect service, you agree that you are using the Connect service at your own discretion and at your own risk, and you are solely responsible for any damage to, or loss of information from your computer or mobile device, that results from the download of any Data. No advice or information, whether oral or written, obtained by you from ARGO DIGITAL US LLC or Zūm Rails through or from theConnect service will create any representation, warranty, condition or guarantee not expressly stated in these Terms of Connect service. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
11. Limitations of Liability; Force Majeure
To the maximum extent permitted by applicable law, in no event, and under no circumstances shall anyDisclaiming Entity be responsible or liable to you or any third party under any circumstances for any indirect, consequential, special, punitive or exemplary, damages or losses, including but not limited todamages for loss of profits, goodwill, use, data, or other intangible losses, which may be incurred inconnection with the Connect service, any Disclaiming Entity, or arising from or relating to these Terms ofConnect service, any goods, Connect services, or information purchased, received, sold, or paid for and facilitated by the Connect service, unauthorized access to or alteration of your transmissions or data, orany other matter relating to the Connect service. This section 10 is a comprehensive exclusion and limitation of liability and applies to liability under any theory (including contract, tort, strict liability, andstatutory liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by or on behalf of any Disclaiming Entity or any of its personnel, even ifother remedies are not available or do not adequately compensate for the loss or damage, even if aDisclaiming Entity knows or ought to have known of the possibility of the loss or damage being incurred, and regardless of whether or not the loss or damage was foreseeable. Without limiting the foregoing,and to the maximum extent permitted by applicable law, in no event, and under no circumstances shallthe Disclaiming Entities’ total cumulative liability related to the Connect service, any Disclaiming Entity, or arising from or relating to these Terms of Connect service exceed $10 CAD dollars. Each party acknowledges that the other party has entered into these Terms of Connect service relying on thelimitations of liability stated herein and that those limitations are an essential basis of the bargainbetween the parties. In addition to and without limiting any of the foregoing, no Disclaiming Entity shallbe liable or responsible to you, nor be deemed to have defaulted under or breached these Terms ofConnect service, for any failure or delay in fulfilling or performing any term of these Terms of Connect service, when and to the extent such failure or delay is caused by or results from acts beyond theDisclaiming Entity’s reasonable control, including, without limitation, the following force majeure events(“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, tsunami, epidemics, pandemics including the 2019 novel coronavirus pandemic (COVID-19), or explosion; (c) war, invasion, hostilities(whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labour stoppages or slowdowns, or other industrial disturbances; (i) shortage of adequate power or transportation facilities; and (j) other similar events beyond the reasonable control of the Impacted Party.
12. Governing Law and Disputes
These Terms of Connect service, the subject matter of these Terms of Connect service (including theConnect service), and all related matters will be governed by the laws of the State of Florida, excluding any rules regarding conflict of laws that would lead to the application of any other laws.These Terms of Connect service shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except to the extent prohibited by applicable law, all disputes arising from, connected with, or relating to these Terms of Connect service, the subject matter of these Terms of Connect service (including the Connect service) or any related matter will be resolved before the courts of Florida sitting in the City of Miami, and the parties each hereby irrevocably submit and attorn to the jurisdiction of those courts in respect of those matters.
13. Modification of Terms of Connect service; Notices
We have the right to change or add to these Terms of Connect service at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on the use of the Connect service by posting such changes on our website or any other website we maintain or we own. We may provide you with notice via email, postings on our website, or through other reasonable means. If you are an existing user of the Connect service, the changes will come into effect as of the effective date indicated on the notice, and your use of the Connect service after we notify you of any such changes constitutes your acceptance of the modified Terms of Connect service. In the event that you do not agree with any such modification, your sole and exclusive remedy are to terminate your use of theConnect service. You can access a copy of the current terms of these Terms of Connect service on our website at any time. You can find out when these Terms of Connect service were last changed by checking the “Last updated” date at the top of these Terms of Connect service
14. Assignment
You may not assign these Terms of Connect service or any rights or obligations hereunder, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. We reserve the right to freely assign these Terms of Connect service and the rights and obligations hereunder to any third party without your consent or any notice to you.
Subject to the foregoing, these Terms of Connect service shall be binding upon and inure to the benefitof the parties hereto, their respective heirs, executors, personal representatives, successors, and permitted assigns.
15. Termination, Suspension, or Revocation of Access
At any time, ARGO DIGITAL US LLC may terminate these Terms of Connect service and suspend or revoke your access to the Connect service with or without notice and for any or no reason, including in the event of a suspected, attempted, or confirmed breach of your obligations pursuant to these Terms of Connect service.
16. Survival
Upon termination of your use of the Connect service or termination of these Terms of Connect service for any reason, in addition to this section, the following sections shall survive termination: Sections 6through 16.
17. Miscellaneous
ARGO DIGITAL US LLC’s failure to exercise or enforce any right or provision of these Terms of Connectservice will not be considered a waiver of that right or provision. If any provision of these Terms ofConnect service is held by any court of competent jurisdiction to be unenforceable or invalid for anyreason, then that provision will be deemed severed from these Terms of Connect service and theremaining provisions will continue in full force and effect and remain binding and enforceable betweenthe parties unless as a result of the severance these Terms of Connect service would fail in theiressential purpose. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. These Terms of Connect service constitute the entireagreement between you and ARGO DIGITAL US LLC with respect to the use of the Connect service.These Terms of Connect service describe the entire liability as between you and ARGO DIGITAL US LLC, and set forth your exclusive remedies, with respect to the Connect service. These Terms ofConnect service are not intended and shall not be construed to create any rights or remedies in any parties other than you, ARGO DIGITAL US LLC, and Zūm Rails, and no other person will have the ability to assert any rights as a third-party beneficiary under these Terms of Connect service.No changes may be made to these Terms of Connect service except in accordance with Section 13.These Terms of Connect service do not limit any rights that ARGO DIGITAL US LLC or Zūm Rails mayhave under trade secret, copyright, patent, or other intellectual property laws. The parties have expressly requested and required that these Terms of Connect service and all related documents be written in the English language. Les parties conviennent et exigent expressément que ce contrat et tousles documents qui s’y rapportent soient rédigés en anglais.
