TERMS AND CONDITIONS OF USE
1. Service Definition:
ZEDLOCKER provides a third-party electronic escrow service, holding both sellers and buyers accountable for their transactions using the contract they sign on our platform.
2. User Agreement:
By using ZEDLOCKER, users agree to these terms and conditions, which govern all transactions conducted through the platform.
3. Contract Priority:
In case of disputes, ZEDLOCKER prioritizes the contract agreement signed on our platform over any other verbally or otherwise communicated agreements or discussions.
4. Responsibility for Delivery Costs:
The seller and buyer must determine who will pay for delivery, return, or pickup of goods. If not specified in the agreement, ZEDLOCKER will require both parties to reach a mutual agreement.
5. Dispute Resolution Timeline:
ZEDLOCKER will assist in resolving disputes between seller and buyer. Disputes exceeding 5 days may result in penalties as deemed appropriate by ZEDLOCKER.
6. Buyer Due Diligence:
It is the buyer’s sole responsibility to investigate, confirm, and determine the trustworthiness of the seller before proceeding with a transaction. ZEDLOCKER is only a third party escrow agent holding both parties accountable to the terms of contract on our platform.
7. Payment Holding:
ZEDLOCKER will hold payments in escrow until the buyer confirms receipt and satisfaction with the goods or services provided. In the case of dispute, ZEDLOCKER will keep the money until the dispute between both parties are resolved.
8. Payment Release:
Payments will be released to the seller only upon buyer’s confirmation of delivery and satisfaction, or as per the terms outlined in their contract agreement. In the case of dispute, ZEDLOCKER will keep the money until the dispute between both parties are resolved.
9. Fraud Prevention:
ZEDLOCKER implements measures to prevent fraud, but users are responsible for ensuring the legitimacy of their transactions.
10. Penalty for Delays:
If either party causes unreasonable delays in resolving disputes, ZEDLOCKER may impose penalties, including fees or suspension of accounts.
11. Limitation of Liability:
ZEDLOCKER is not liable for any indirect, incidental, special, consequential, or punitive damages arising from the use of our services, including but not limited to damage of goods, poor services etc.
12. User Verification:
Users may be required to verify their identity to ensure secure transactions. Failure to provide requested verification may result in suspension or termination of services.
13. Compliance with Laws:
Users must comply with all applicable laws and regulations when using ZEDLOCKER’s services. ZEDLOCKER shall report users who may attempt to use our services for fraudulent, illegal or criminal activities to the appropriate authorities and there shall be no refund of money or payment under those circumstances.
14. Termination of Service:
ZEDLOCKER reserves the right to terminate or suspend any account that violates these terms and conditions or engages in fraudulent or illegal activities.
15. Amendments to Terms:
ZEDLOCKER may amend these terms and conditions at any time. Continued use of the service constitutes acceptance of any such changes.
By using ZEDLOCKER’s services, users acknowledge that they have read, understood, and agree to be bound by these terms and conditions.
ZEDLOCKER INDEMNITY CLAUSE
1. Authorization and Ratification:
ZEDLOCKER is authorized to honor all instructions, mandates, applications, consents, confirmations, commitments, and communications received in respect of the service signed up for, subject to regulatory approvals, issued or purported to have been provided via electronic mail or through the application platform. Any actions taken by ZEDLOCKER in honoring such instructions prior to the date hereof are hereby ratified, confirmed, and approved.
2. Indemnification by Users:
Users agree to indemnify, defend, and hold harmless ZEDLOCKER, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with:
a. The User’s use of ZEDLOCKER’s services.
b. ZEDLOCKER’s honoring of any electronic mail instructions, mandates, applications, consents, confirmations, commitments, and communications, irrespective of whether such instructions are erroneous, fraudulent, or issued otherwise, provided that ZEDLOCKER has taken all reasonable and professional care required in dealing with such electronic instructions.
c. Any breach or alleged breach of any terms of this Agreement by the User.
d. Any misrepresentation made by the User.
e. Any dispute or issue between the User and any vendor or third party.
f. Any infringement or alleged infringement by the User of any intellectual property or other rights of any person or entity.
3. Indemnification by Vendors:
Vendors agree to indemnify, defend, and hold harmless ZEDLOCKER, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with:
a. The Vendor’s use of ZEDLOCKER’s services.
b. Any breach or alleged breach of any terms of this Agreement by the Vendor.
c. Any misrepresentation made by the Vendor.
d. Any dispute or issue between the Vendor and any user or third party.
e. Any infringement or alleged infringement by the Vendor of any intellectual property or other rights of any person or entity.
4. Indemnification Procedures:
In the event of a claim for which indemnification is sought, ZEDLOCKER shall:
a. Provide prompt written notice to the indemnifying party of the claim.
b. Allow the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that imposes any liability or obligation on ZEDLOCKER without ZEDLOCKER’s prior written consent.
c. Cooperate with the indemnifying party in the defense of the claim at the indemnifying party’s expense.
5. Limitation of Liability:
ZEDLOCKER shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with this Agreement or the use of or inability to use ZEDLOCKER’s services, even if ZEDLOCKER has been advised of the possibility of such damages. ZEDLOCKER’s total liability to any User or Vendor for any claim arising out of or relating to this Agreement or ZEDLOCKER’s services shall not exceed the amount of fees paid to ZEDLOCKER by the User or Vendor in the six months preceding the claim.
6. Duration of Indemnity:
This indemnity shall remain in force until such time as any and all potential or actual liability against ZEDLOCKER shall be extinguished.
7. Governing Law:
This indemnity clause shall be governed by and construed in accordance with the laws of the jurisdiction in which ZEDLOCKER is incorporated, without regard to its conflict of laws principles. Any legal action or proceeding arising under this clause shall be brought exclusively in the courts located in that jurisdiction.
By using ZEDLOCKER’s services, both Users and Vendors agree to the terms of this indemnity clause and acknowledge that they have read and understood its provisions.