Last Update: 02/07/2020
These Terms of Service are an important document which we strongly encourage you to consider carefully when choosing to use the Rezolve App, our Site and our Services. These Terms of Service also highlight certain risks of using the Rezolve App, our Site and our Services as well as guidance on how to use them safely.
Introductions to these Terms of Service
1. Please read and store these Terms of Service carefully – they are legally binding
1.1 These Terms of Service (the “Terms of Service”, “Terms” or “Agreement”) are a legal agreement between you and Rezolve (“Rezolve”, “us”, “our” or “we”), which govern your access and use of our Services.
1.2 These Terms apply to you as a user of the Rezolve App and of our Services.
(a) acknowledging acceptance of the electronic version of these Terms of Service where this option is made available to you by us (for example when you register for an Account), or
(b) actually using our Services (in this case, you understand and agree that Rezolve will treat your use of our Services as acceptance of these Terms of Service from that point onwards).
1.6 To use the Rezolve App, you must pair your Rezolve Account with a compatible Mobile Device.
1.7 You can uninstall the Rezolve App at any time using the Rezolve App or via our Site. In addition, you may close your Rezolve Account at any time and terminate these Terms of Service by emailing us at email@example.com
How the Rezolve App allows you to deal with Third Party Providers
1.8 The Rezolve App allows other businesses to offer to make their products or services available to you through the Rezolve App. We call such third parties, “Third Party Providers”.
1.9 If you decide to obtain products or services from Third Party Providers using the Rezolve App (for example by clicking on ‘Instant Buy’ or ‘Instant Act’ button within the Rezolve App), you will be entering a direct relationship with the Third Party Providers. In order to receive the products or services supplied by Third Party Providers, you will be required to agree to additional terms and conditions and comply with other requirements of those Third Party Providers (the “Third Party Provider’s T&C”). You are strongly advised to read the Third Party Provider’s T&C prior to concluding any Transaction with the Third Party Provider. These will be accessible through the Rezolve App. In particular, you are advised to check for any delivery or payment method restrictions. Third Party Providers may not deliver to your location or accept your preferred Payment Method which you have entered in the Rezolve App. If your preferred Payment Method is not accepted by the Third Party Provider, an alternative Payment Method selected by you may be presented for the Transaction.
1.10 Due to your direct relationship with the Third Party Providers, Rezolve is not responsible for the supply of the products and services by the Third Party Providers. Further details of how you can use the Rezolve App to obtain products and services from Third Party Providers using the Rezolve App are described in section 5.4 below.
Summary of some key terms from these Terms of Service
To make it as simple as possible, we have set out below some of the important key provisions of our Terms of Service which relate to your use of our Services. Be sure you read them before using our Services. If you are still unsure of anything or you’d like more information, please take a look at the information on our website or contact us via firstname.lastname@example.org.
About us and our relationship – Section 2
- This section highlights our relationship with you and for example, explains that we do not come into the possession of, nor hold, store and/or control any of your funds.
Using our Services – Section 5
- Section 5 provides details on how you can use our Services and some of your obligations, such as making sure when you use our Services you comply with these Terms and also comply with the law.
Service fees and taxes – Section 6
- We do not charge a general service fee for your use of our Services, although we may need to charge your Payment Method to verify it and you may have to pay charges from other service providers. Details are set out in this section.
Limitations on your use of our Services and Restricted Activities – Section 10
- This is an important section which provides details on the limits of using our Services and what activities you are prohibited from carrying out (which we call “Restricted Activities”). It also highlights that we may use our own risk and fraud modelling when assessing the risk associated with your use of our Services. There are serious consequences if you carry out any Restricted Activity which may, for example, result in us: suspending your use of our Services, not carrying out your payment instruction as you intended, terminating our Agreement with you and/or disclosing information about you to the police or other authorities. There are other serious consequences of you being involved in a Restricted Activity and it is very important that you review this section.
Your safe use of our Services – Section 11
- This section gives you details on how to use our Services safely such as providing guidance on keeping your password safe and to contact us if you think someone else has inappropriately accessed your Account or your Mobile Device.
Compensation which you may owe us – Section 14
- This is an important section which outlines when and how you may be expected to pay reasonable compensation to us.
Important disclaimers – Section 15
- The disclaimers in this section provide details on what we are and what we are not responsible for. It is very important that you read this section.
How we may be liable to you – Section 16
- This section sets out how we may be liable to you as part of your use of the Services.
1.11 These Terms of Service provide a description of the matters which are important to our relationship when you use our Services. It also includes information we are required to provide you by law. As a consequence, the Agreement contains 25 Sections and at first sight appears lengthy, but our aim is that you will find it useful in understanding these important matters. Some capitalized words or phrases have specific definitions which are defined where used or otherwise as set out in Section 25 (Words and Phrases with Special Meanings).
2. About us and our relationship
2.1 Information on how you can contact us is set out in Section 20 (How we will communicate with you) and if you need to contact us in a direct and effective manner please e-mail us at: email@example.com.
2.2 Our Services allow you to interact with Third Party Providers to obtain products and services directly from them. Our Services also support payment processing services whereby the payment information which you have registered with the Rezolve App or the Site may be securely shared with the Third Party Providers to allow them to conclude their Transaction with you. This is done by our processing and storage of data, providing data and entity authentication and information and communication technology services.
2.3 We do not come into the possession, hold, store, nor control any of your or our other Users’ funds and are not insured for the benefit of a User by any deposit protection scheme. If you conclude a Transaction with a Third Party Provider any payment taken from your Payment Method will be taken directly by the Third Party Provider.
2.4 We may provide you with the ability to store information related to Payment Methods, Offers, and Loyalty Rewards, and to communicate such information to other Users. We are not an issuer of any Payment Method, Offer, or Loyalty Rewards.
2.5 We do not issue nor extend credit in connection with your use of our Services.
3. Our Services and their key characteristics
3.1 Our Services facilitate payments and the sharing of information between you and Third Party Providers.
3.2 Our Services include the Rezolve App, our Sites, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by us.
3.3 Our Services permit the following, which may or may not apply to you, depending on how you use our Services:
(a) downloading of the Rezolve App;
(b) instructing payments or receiving payment notifications;
(c) the transfer of your Personal Data via your chosen Payment Method and/or other registered Account details;
(d) making or receiving Recurring Payments;
(e) the storing of information on our servers; and/or
(f) the accessing and/or managing of your Personal Data, Payment Methods Transactions, Rezolve App settings, Loyalty Rewards, Offers, Mobile Device settings (including any ‘pairing’ or ‘unpairing’ of certain applicable Mobile Devices), Credentials (such as your Password), Account settings and/or other Service related information via the User Web Station.
3.4 We may, from time to time, offer additional service functionality or services to you, whether by way of download or otherwise. These additional services may include any software maintenance, service information, help content, bug fixes, maintenance releases, modifications, amendments and/or upgrades to the existing Services. Additional services will be governed by this Agreement or other terms and conditions made known to you when we make the other service functionality available.
4. Getting started – registering and implementing Rezolve
4.1 To use our Services you must register for a Rezolve Account. Your Account is not a bank account nor does it store any form of value (electronic or otherwise).
4.2 To register for a Rezolve Account and to use our Services after you have registered with us, you are responsible for, and must:
(a) provide complete, accurate and truthful information and registration details requested in our registration flow (including information about you, your Payment Methods and any documents we may reasonably require). The information you provide will be used by us to determine if you are eligible to use our Services (including the Rezolve App). Our application flow allows you to check and amend any errors before submitting the details. Please take the time to read and check your application details at each stage of this process. You must also keep the information you provide us at registration up to date and complete at all times;
(b) carry out any registration and/or other tasks in the manner and form reasonably required by us. This may involve you confirming your registered email address, linking or ‘pairing’ your Mobile Device and/or mobile number with our Service, creating a Password, and PIN where applicable, setting security questions and/or downloading the Rezolve App; and
(c) carry out any other action which we, our or your third party service providers, may reasonably require for you to access and use the Services (including for example, completing the “3D Secure” process required by a Card and Payment Scheme).
4.3 It is very important that the information you provide to us remains accurate and in particular, to always notify us of your current address. Changes to your primary residence address may require you to accept new Rezolve terms of service for the region to which you have moved. In addition, as certain services are currently offered only in select regions, changes to your primary residence address may result in you becoming ineligible for certain services. If any information you provide to us (including your mailing address and/or e-mail address) changes over time, you must notify us immediately and/or amend the details in the User Web Station or the Rezolve App (as appropriate) so that the information you have supplied us is always accurate, truthful and complete. You are responsible for providing accurate and complete information when using our Services.
4.4 As part of the Account opening process or the Rezolve App download process, you will be required to agree to these Terms of Service (and such other documents as may be nominated by us from time to time).
4.5 As part of your use of our Services, you may link a Payment Method (such as a credit card) to your Account to execute Transactions and, if ever applicable, pay fees and fulfil other obligations arising from your use of our Services.
4.6 You must only link a Payment Method to your Account if:
(a) it is a Payment Method which has not expired and otherwise in good standing;
(b) you are the named holder of the Payment Method; and
(c) it is associated with a billing address in a region where our Service is made available.
If you link (or attempt to link) a Payment Method to your Account in breach of this section, then we may suspend or terminate at our option your right to use our Services.
4.7 You also agree to provide us with any or all information which we may reasonably require, at any time, to collect and/or verify:
(a) your identity;
(b) ownership of your e-mail addresses;
(c) any Payment Method or other payment instrument or account associated with your Account; or
(d) otherwise to comply with our legal or regulatory obligations.
4.8 We may choose to verify the Payment Method which is selected by you. Accordingly, you authorize us to verify that your Payment Method is in good standing with the issuing Payment Service Provider. We may conduct such verification using a number of methods, such as submitting a request for a payment authorization and/or a low value credit and/or debit to the Payment Method, in accordance with the relevant Card and Payment Scheme rules (as applicable). Any test payment amount charged to your Payment Method should be refunded to that Payment Method within 48 hours.
4.9 In addition you agree that we may make, directly or through any third party, any inquiries that are reasonably necessary to validate the information that you provide to us, including, ordering a credit report and/or checking commercial databases. In addition, you authorize us to obtain one or more credit reports, from time to time, to:
(a) establish, update, or renew your use of our Services; or
(b) in the event of a dispute relating to this Agreement; and/or
(c) relating to your activity when using our Services.
We may also use proprietary fraud and risk modelling when assessing the risk associated with your application for a Rezolve Account.
4.10 We reserve the right to close, suspend, or limit access to your Account and/or any or all parts of our Services if we are unable to verify your information or if we have any reason to suspect that the information provided by you is inaccurate or if we suspect that your Rezolve Account is being used fraudulently.
4.11 You may only open 1 (one) Account unless we expressly approve the opening of additional Accounts. We may limit the number and type of Mobile Devices that you can link or pair with your Account. If you open more than 1 (one) Account or link more Mobile Devices than we permit, then you agree that we may suspend, terminate and/or deactivate any or all of your use of your Mobile Devices and/or Accounts (as appropriate). For certain Mobile Devices we may also place limits on the duration and times that you can make use of such a device for the purpose of using our Services. This means, for example, that if you use a disposable near field communication device for a specific event, that device may only be made available to be used with our Services for the duration of that event.
5. Using our Services
5.1 How we provide our Service to you. We provide our Services to you subject to the terms of this Agreement and with reasonable skill and care. However, please note that there are important limitations to the use of our Services which are set out in this Agreement such as section 10, ‘Limitations on your use of our Services and Restricted Activities’.
5.2 We grant you a licence to use our Services. We provide our Services to you by granting you the right to use our Services, by what is recognised by the law as a “licence”. When providing our Services to you, we grant you a licence that is personal to you only, limited, non-exclusive, revocable, non-transferable and without the right to sublicense. This licence is granted to you to allow you to electronically access and use the Rezolve App and our other Services for the purpose of facilitating the execution of payments in accordance with these Terms of Service. The Service includes any software that are supplied and/or configured by us pursuant to this Agreement for use by you. You are permitted to install and use the software for use solely for the purposes of availing of our Services pursuant to this Agreement and for no other purpose whatsoever.
5.3 Requirements to use our Services. To use our Services you must have access to the Internet, a valid e-mail address and where applicable, a compatible Mobile Device.
5.4 How to conclude a Transaction using our Services. A Transaction is where you have used the Rezolve App to interact with a Third Party Provider in relation to a product or service provided by that Third Party Provider. This interaction will take place because you have used your Mobile Device to scan or otherwise detect a Rezolve trigger. Scanning or detecting the Rezolve trigger may involve, for example, using your Mobile Device to scan a Rezolve enabled action code, using your Mobile Device to detect an audio tag or a geolocation zone, passing, tapping and/or scanning your Mobile Device over, on or via an approved near field communication reader (sometimes known as a “NFC reader” or “contactless reader”) or interacting with a Rezolve within another App or website.
5.5 The Transaction may involve you agreeing to make a payment to the Third Party Provider (for example a payment for goods or services you wish to purchase, or a payment you wish to make to a nominated charity). The Transaction may only involve you sharing your details with the Third Party Provider (for example where you wish to know more about the Third Party Provider’s services or enter a competition) and in such circumstances no payment will be taken by the Third Party Provider from your Payment Method. It will be clear to you within the Rezolve App what the Transaction will entail. However, if you are uncertain, please do not conclude the transaction and contact us at firstname.lastname@example.org or contact the Third Party Provider directly.
5.6 As is detailed in Section 1.9 above, if you decide to obtain products or services from Third Party Providers using the Rezolve App you will be entering a direct relationship with the Third Party Providers. In order to receive the products or services supplied by Third Party Providers, you will be required to agree to additional terms and conditions and comply with other requirements of those Third Party Providers contained in the Third Party Provider’s T&C. Due to your direct relationship with the Third Party Suppliers, Rezolve is not responsible for the supply of the products and services by the Third Party Suppliers.
5.7 If you decide to make payments using the Rezolve App you authorize the facilitation of a payment for the Transaction Amount to the relevant Third Party Provider and its Payment Services Provider (if applicable) using your Payment Method, without any further input required from you. The payment will be taken directly by the Third Party Provider and Rezolve will have no access to your funds. You agree to fulfil all of your obligations to each User and Third Party Provider you interact with when using our Services.
5.8 Please correct any errors before submitting a payment. Our payment process may allow you to check and amend any errors before submitting the details. If you are provided with this option, please take the time to read and check your payment details at each stage of this process. For additional details on the steps that you need to carry out a payment by using the Rezolve App please refer to our Sites.
5.9 Authorising us to initiate payments. By using our Services to initiate a payment, you authorize Rezolve to transfer or otherwise process your information (including your Payment Method and/or applicable Mobile Device information) to complete the processing of a Transaction and/or any chargeback, reversal, refund or adjustment. In doing so, you authorize us to process information related to crediting or debiting your Payment Methods (as the case may be). Where applicable, you also authorize us to communicate with the issuer of any Offer or Loyalty Rewards scheme which you have linked to the Transaction.
5.10 Limits on your Account, payments, Payment Methods and Mobile Devices. Your use of our Services may be subject to Account, Payment Method, Mobile Device and/or payment number and/or transaction amount limits. These limits are determined by us and based on our assessment of performance and risk factors, including, our assessment of the risk associated with your Account, your location, your use of a particular Mobile Device, a Third Party Provider’s location, the registration information you provide and our ability to verify it, and any requirements of any Applicable Laws (for example, some laws of a particular region may not allow us to provide our Services with the same functionality that we can provide to you).
5.11 Use of your Payment Methods. When registering for and subsequently using the App, you may select a preferred Payment Method each time you initiate a payment. Certain Payment Methods may not be available for certain transactions or for payment with certain Third Party Providers. If there are Payment Method limitations, these will be disclosed to you as part of the specific Transaction in question. These may be located within the Third Party Provider’s T&C which are applicable to the Transaction. You are strongly advised to read the Third Party Provider’s T&C prior to concluding any Transaction with the Third Party Provider. In particular, you are advised to check for any payment method restrictions. Third Party Providers may not accept your preferred Payment Method which you have entered in the Rezolve App. If your preferred Payment Method is not accepted by the Third Party Provider, an alternative Payment Method entered by you may be charged for the Transaction.
5.12 Other rights available to you. You may have certain rights and protections that are provided to you under your agreement with your Payment Service Provider or Applicable Law with respect to the charges for a Transaction made to your registered credit or debit card. You should consult your agreement with your Payment Service Provider for details on any such protections.
5.13 Your Transaction history and records. We will make available a summary of your Account activity via the Rezolve App or User Web Station. Each Transaction is given a unique transaction ID and shown in the Transaction history. You should quote this transaction ID when communicating with us about a particular Transaction. You should check your Account and transaction history regularly. We strongly recommend that you report any irregularities or clarify any questions you have as soon as practicable by contacting Customer Service at email@example.com.
5.14 No refunds or reversals via our Services. Except as referred to in these Terms of Service, all Transactions processed through the Service are non-refundable to a User through the Rezolve App and are non-reversible by a User through the Service. However, you may have additional refund or “chargeback” rights under your agreement with your Payment Service Provider or Applicable Laws. You should review your periodic statements provided by Payment Service Provider which will reflect all transactions through the Service.
5.15 Correcting errors. If we discover an error in the processing of any transaction, you authorize us to amend your Account activity and/or allow the submission or receipt of payment instructions or other information (whether via your Payment Service Providers or otherwise) to correct such error. For the purpose of this section, we do not consider a transaction to be made in error if you have mistakenly made a payment.
5.16 Your responsibility to maintain your own records. Except as we have legal obligations to do so (for example to retain data to defend any legal claims and to comply with data protection requirements), you are solely responsible for:
(a) compiling and retaining permanent records of all Transactions and other data associated with your Account and your use of our Services; and
(b) reconciling all payment activity to and from your Account.
Upon termination of this Agreement for any reason, we will have no obligation to you to store, retain, report, or otherwise provide copies of, or access to, any records, documentation or other information in connection with any of your transactions made via our Services.
6. Service fees and taxes
6.1 Service Fees. Rezolve does not charge a service fee to you to use the Services; we receive a small fee from the Third Party Provider for each Transaction which is undertaken.
6.2 Third party costs. When using our Services, other third parties may levy fees, costs or other liabilities. This may include:
(a) your Payment Service Provider (such as the bank who has issued a credit card), who may charge a fee in connection with the use of your Payment Methods;
(b) your telecommunication carrier and/or internet service provider (including fees related to data and messaging services).
6.3 You are responsible for third party costs. You are responsible for any fees charged by your telecommunications provider, Payment Service Provider, Offer issuer, Loyalty Reward issuer, Third Party Provider, or any other third party in connection with your use of our Services.
6.4 Please check your agreements with third parties for details on any other costs. You should consult the terms and conditions governing your use of any third party services (such as those mentioned above) for information about such fees. You agree and acknowledge that we are not responsible nor liable for these fess, costs or liabilities.
7. Using our Services on compatible Mobile Devices
7.1 You may only use the Rezolve App and/or other parts of our Services (as we may make available to you) on compatible Mobile Devices. Mobile Devices that have been tampered with and/or modified contrary to the supplier’s and/or manufacturer’s software or hardware guidelines and specifications, including but not limited to disabling hardware or software controls are not considered to be compatible Mobile Devices. Using the Rezolve App on a modified Mobile Device is expressly prohibited. Such use is a violation of the terms of these Terms of Service and Rezolve may terminate your Rezolve Account.
7.2 Please note that we do not guarantee that our Services will be compatible with your Mobile Device. If you are able to download the Rezolve App on to your Mobile Device, it is likely that your device will be compatible with our Services. However, if you are unsure whether your Mobile Device is compatible, please email us at firstname.lastname@example.org.
7.3 Please also note that the use of our Services may be impacted by the terms of your agreement with your Mobile Device supplier, manufacturer and/or phone service provider.
8. Offers and Loyalty Rewards
8.1 Offers. Any Offers you receive will be supplied to you in accordance with your agreement with the issuing Third Party Provider and any additional terms and conditions which accompany such Offers. Rezolve is not responsible for that agreement or any additional terms and conditions, nor for the Offer provider’s compliance with the same. Furthermore, Rezolve is not liable to you for any failure to use any Offers prior to their expiration or for any failure to remind you of pending Offers or their expiration dates.
8.3 Loyalty Rewards. Third Party Providers accepting payments via the Rezolve App may offer loyalty programs to reward Users. These loyalty programs may be linked to your Rezolve Account. Any such loyalty program is specific to the issuing Third Party Provider (or the related Loyalty Rewards scheme provider) and that party is solely responsible for all aspects of the loyalty program including any associated Loyalty Rewards. Rezolve is not responsible for redeeming Loyalty Rewards, or for any matter relating to a third party’s loyalty program. To the extent applicable, it is your responsibility to make sure that you have entered in your Loyalty Reward details or information correctly and update it as necessary. Please also note that Loyalty Reward benefits may not be available when connectivity between a Third Party Provider and us is unavailable.
9. Recurring Payments
9.1 What is a “Recurring Payment”? A Recurring Payment is a payment in which you authorize a Third Party Provider to directly request payment via our Services on a regular or sporadic basis. Recurring Payments are sometimes called ”subscriptions”, ”preauthorized transfers” or ’’automatic payments”.
9.2 Stopping a Recurring Payment. You may stop a Recurring Payment at any time by cancelling it on your Rezolve App. If you stop a Recurring Payment you may still be liable to the Third Party Provider for the payment or other penalties under the terms and conditions of your agreement with the Third Party Provider (as described in the Third Party Provider’s T&C) and you may be required to pay the Third Party Provider through alternative means. This is because to validly cancel a Recurring Payment it needs to be done in the manner you have agreed to cancel it with your Payment Service Provider as well as the relevant Third Party Provider (which may be up until the end of the Business Day before the day agreed for the debiting of the funds).
9.3 We strongly encourage you to check your Recurring Payment terms with your Third Party Providers. Please check the terms for stopping or cancelling any payment instructions before doing so via our Services to ensure that you are in compliance with such terms.
10. Limitations on your use of our Services and Restricted Activities
10.1 Notwithstanding any limitations described elsewhere in these Terms of Service, we may, where reasonably necessary to protect you or us or otherwise to comply with Applicable Laws, establish general practices and limits concerning use of the Services, including without limitation, individual or aggregate transaction limits on the value amount or number of Transactions during any specified time period(s). As stated above, we may also use proprietary fraud and risk modelling when assessing the risk associated with your Rezolve Account.
10.2 In addition to the above, we treat the following matters as “Restricted Activities”, that is, if you:
(a) use our Services (or we reasonably suspect that you have used or will use our Services) for any illegal purposes or in breach of an Applicable Law which impacts us or your use of our Services including but not limited to fraud and/or money laundering. You are prohibited from using our Services in an attempt to abuse, exploit or circumvent the usage restrictions imposed by us or another User;
(c) breach any material term of your agreements with your Payment Service Providers which is not merely a trivial breach (including any term or condition of the Payment Service Providers acceptable use policies or similar prohibitions);
(d) breach any material term of your agreements with Third Party Providers, including any terms associated with your Offers and Loyalty Rewards (which are not merely trivial breaches);
(e) pose an unacceptable form of liability, credit and/or fraud risk to us and/or our Users (as we may reasonably determine, based on evidence);
(f) use our Services with an incompatible Mobile Device;
(g) will not be able to initiate a charge to your selected Payment Method, or if we otherwise reasonably believe, based on evidence, that we will not be able to facilitate the obtaining of funds from you to complete the requested payment;
(h) provide false, incomplete, inaccurate, or misleading information which is not merely trivial (including any information as part of the Service registration process);
(i) harvest or otherwise collect or use information about others, including e-mail addresses and/or telephone numbers, without their explicit consent and compliance with applicable law;
(j) use our Services in a manner which is unusual based on prior transaction activity and application of our internal fraud controls;
(k) post or transmit material or otherwise use our Services that is, or is complained of as infringing the Intellectual Property Rights or other rights of others or post or transmit any material or otherwise use our Services that is, or is likely to be considered to be unlawful, obscene, defamatory, libelous, threatening, harassing, abusive, derogatory, invasive of privacy or publicity rights, fraudulent or tortious, vulgar, intimidating, profane, scandalous, pornographic, indecent, bigoted or hateful, embarrassing to any other person or otherwise objectionable as determined by us in our sole discretion (acting reasonably);
(l) post or transmit any material or content on or through our Services that expresses or implies that any statements you make are endorsed by us, without our prior written consent;
(m) use our Services to defame, abuse, stalk, threaten or otherwise violate the legal rights of others or for any fraudulent purpose;
(n) reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to our Services, not expressly permitted by us;
(o) create a database by systematically downloading and storing our Services content, not expressly permitted by us;
(p) frame or mirror any part of our Site or our Services without our prior written consent;
(q) interfere with or disrupt the operation of the Services or the servers or networks used to make our Services available; or violate any requirements, procedures, policies or regulations of such networks;
(r) modify, adapt, translate, reverse engineer, decompile or disassemble any portion of our Services;
(s) remove any copyright, trademark or other proprietary rights notice from our Services or materials originating from the Services;
(t) post, transmit or otherwise allow any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of our Services (including our Site or its contents);
(u) engage in any other conduct that restricts or inhibits any other person from using or enjoying our Services (which is not merely trivial), or which, in our reasonable opinion, exposes us to any liability or detriment of any type;
(v) post or transmit any files containing viruses, software or other materials that contain so-called viruses, worms, time bombs, Trojan horses, other harmful or disruptive component or other harmful computer code; and/or
(w) engage in, or encourage or provide instructional materials relating to, any activity on our Services that restricts or inhibits any other user from using or enjoying our Services such as ’’hacking,” ’’cracking,” ’’spoofing,” or defacing any portion of the Site.
10.3 You agree not to conduct any Restricted Activities. If you conduct or attempt to conduct any Restricted Activities, or if we reasonably believe, based on our actual or suspected knowledge backed by evidence, that you may have, or that the security of your use of the Services (including your Account and/or your Credentials) have been compromised, or as referred to elsewhere in this Agreement, then we reserve the right to:
(a) delay, reverse, cancel, decline or refuse to process the payment instruction and or amend transaction information (or allow such an activity via your Payment Service Providers); and/or
(b) close or suspend your Account and/or use of our Services;
(c) edit, modify, refuse to post any content and/or refuse to carry out any payment instruction or data transfer associated with any Restricted Activity;
(d) report the transaction and any other relevant information about you and your use of our Services (including Account data and your Personal Data) to a regulator, police or other law enforcement agency and/or government department or agency; and/or
(e) if appropriate, claim damages from you.
10.4 Nothing in this section limits your rights to complain about our decisions (informally via our customer service channels or making a claim against us in court).
10.5 In the event that we refuse to execute a Transaction, we will notify you, unless it is unlawful for us to do so, or would compromise reasonable security measures. You agree to co-operate with us, as we may reasonably require to investigate any Restricted Activity related to your use of our Services.
10.6 If we suspend your use of a Service, we will attempt to notify you by electronic mail. Suspension of your use of a Service will not affect your rights and obligations pursuant to these Terms of Service arising before or after such suspension or with respect to any non-terminated Services.
11. Your safe use of our Services.
11.1 Your Credentials. As part of the Account opening process, you will nominate an Account Name and Password to access and use the Services. You may also have the option to set a PIN, or create, or be issued with, other access keys or credentials that may be used to enable access to, or use of, the Services and/or authorize transactions (your Account Name, Password, PIN and other security credentials are collectively referred to as “Credentials”). You shall use any login details and/or Credentials associated with your Account only in accordance with the terms and conditions set out in the Terms.
11.2 Keeping your Credentials and Mobile Device safe. It is your responsibility to keep your Credentials, together with any Mobile Device safe, secure and within your control. Our team will never ask you to provide your Password or PIN to us or to a third party. We also advise you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. It is advisable to change your Password regularly (at least every three (3) to six (6) months) in order to reduce the risk of a security breach in relation to your Account.
11.3 Be careful when using your Credentials and report any suspicions. Any message you receive or website you visit that asks for your Password or PIN, other than via our Services, should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Service.
11.4 Your Credentials must not be shared with any other party. If you do grant access of your Credentials or access to the Services to any other person, then you are responsible for all actions and omissions such other person may carry out.
11.5 Be careful when using a computer or a Mobile Device accessible by other people. Irrespective of whether you are using a public, a shared or your own computer or Mobile Device to access your Account, you must always ensure that your login details and/or Credentials are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or Credentials to be stored by the computer or Mobile Device you are using.
11.6 What to do if you think your password etc has been compromised. If you have any indication or suspicion of your Account, Mobile Device, login details, the Rezolve App, and/or Credentials being lost, stolen, misappropriated, used without authorization or otherwise compromised, you are advised to immediately change your Credentials and (if appropriate) ‘unpair’ your Mobile Device from your Account as we may notify you from time to time. You must contact Customer Service immediately on becoming aware of any loss, theft, misappropriation or unauthorized access or use of your Account, Mobile Device, login details and/or Credentials. If you suspect that your Account was accessed by someone else, you should also contact the police and report the incident.
11.7 Actions we may take if we believe your use of our Services is no longer safe. We may (but are not obliged to) suspend your Account or otherwise restrict its functionality on reasonable grounds relating to the security of the Account or any of its security features (including your Credentials), if we reasonably suspect that an unauthorized or fraudulent use of your Account and/or Mobile Device has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, (unless notifying you would be unlawful or compromise our reasonable security interests). We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
11.8 Keeping your e-mail account safe and contact us if you think it has been compromised. You must take all reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address may be used to reset passwords or to communicate with you about the security of your Account. In case any of the e-mail addresses registered with your Accounts are compromised, you should without undue delay after becoming aware of this contact Customer Service and also contact your e-mail service provider.
11.9 Additional products or services you use may have additional security requirements and you must familiarise yourself with those as notified to you.
11.10 Your key responsibilities. You are responsible for:
(a) maintaining the possession of your Mobile Device;
(b) the confidentiality of your Credentials (including, where applicable, your PIN);
(c) any and all transactions by persons that you give access to or that otherwise use your Mobile Device and/or Credentials (including, where applicable, your PIN);
(d) any and all consequences of use or misuse of your Mobile Device and Credentials (including, where applicable, your PIN); and notifying us immediately of any unauthorized use of your Mobile Device or Rezolve App or any other breach of security regarding the Services of which you suspect or have knowledge.
13. How long does our Agreement last and how can you cancel it?
13.1 Term. These Terms of Service commence from the date that you access and or use our Services until the time that your Agreement with us is terminated. There is no minimum term of this Agreement.
13.2 As mentioned above, You can uninstall the Rezolve App at any time using the Rezolve App or via our Site. In addition, you may close your Rezolve Account at any time and terminate these Terms of Service by emailing us at email@example.com.
13.3 Our right to suspend or terminate your use of our Services. We reserve the right to suspend or terminate your Rezolve Account or terminate these Terms of Service at any time, at our convenience upon serving at least 30 days prior written notice to you. Our rights under this section are in addition to our rights under section 10 (Limitations on your use of our Services and Restricted Activities).
13.4 What happens after my Account is closed or this Agreement is cancelled? If your Rezolve Account is closed and/or this Agreement is terminated, you agree:
(a) to immediately stop using the Rezolve App and the Services;
(b) that the licences provided under these Terms of Service shall end;
(c) that we reserve the right (but have no obligation) to delete all your information and account data stored on our servers; and
(d) that we shall not be liable to you or any third party for termination of access to the Rezolve App or for deletion of your information or account data.
13.5 Any termination of these Terms of Service does not relieve you of any obligations to pay any Transaction Amount, fees or costs owed to you prior to the termination and any other amounts owed by you under these Terms of Service.
13.6 Survival of sections after our agreement has terminated. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of these Terms of Service after this Agreement has ended, the following sections of these Terms of Service survive and remain in effect in accordance with their terms upon the termination of these Terms of Service: 1, 2, 5, 6, 8, 10 – 17, 21, 22 – 25.
14. Compensation which you may owe us
14.1 This section is an important provision which sets out when and how you may be expected to pay us reasonable compensation. There are some terms which are capitalized in this section which have special meanings and which are further explained at the end of this section. Please read them when reviewing this section.
14.2 You promise that you will pay, immediately owe and be liable to a Rezolve Party for an amount equal to its Losses if a Rezolve Party suffers or becomes liable for Losses arising from or related to:
(a) your use of the Services;
(c) disputes or litigation caused by your actions or omissions; and/or
(d) your negligence or violation or alleged violation of Applicable Laws or rights of a third party.
14.3 Words with special meanings:
(a) “Rezolve Party” means us and our Group Companies (and their respective directors, officers, owners, co-branders or other partners, information providers, licensors, licensees, consultants, employees, independent contractors agents and other applicable third party service providers);
(b) “Losses” mean all net costs reasonably incurred by a Rezolve Party which are the result, and which a reasonable person would consider to be the probable result, of the matters set out in section 14.2 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees. Such losses may include the costs incurred by us in tracing you, telling you about, and taking steps to deal with your breaking our Terms and enforcing payment of any amount due to us. However, Losses do not include any costs where a Rezolve Party can be compensated twice over for the same loss (eg for loss of costs and profit if claiming for both losses leads to being compensated twice).
14.4 In no event shall you enter into any settlement or like agreement with any party that affects our rights or binds us in any way, without our prior written consent.
15. Important disclaimers
15.1 General disclaimer of our Services. While we will aim to maintain an uninterrupted Service, our Services are provided on an “as is” basis and we do not promise that your access to our Site, or our Services will be delivered uninterrupted, securely, in a timely manner or error-free, or that our Services or the Site will be free from viruses or other harmful properties if due to circumstances outside our control; or if we are required to suspend or alter our Service to protect the interests of any innocent party. This means that our responsibility to you is limited if there are interruptions to our Services including, but not limited, to system failures or other interruptions that affect the receipt, processing, acceptance, completion or settlement of Transactions or the Services. We do not guarantee that Transactions can be concluded using our Services. If you are dissatisfied with our Services, you may choose to discontinue using our Services and/or close your Account at any time in the manner set out in section 13.
15.2 No endorsement by us of goods and services provided by others. Except for our limited role in facilitating the data transfer of your information to Third Party Providers, we are not involved in, nor responsible, nor have control for any underlying sales transaction between you and Third Party Providers. We (and our Group Companies and affiliates) are not a party to a sales contract between Third Party Providers and you and we will not mediate disputes between you and Third Party Provider customers nor enforce or execute the performance of any such sales contract.
15.3 We note that it is your choice and within your control as to which Third Party Provider you transact with when using our Services, together with which Payment Service Provider or other service provider (such as your Mobile Device provider) you contract to receive goods and/or services. Accordingly, we do not represent or endorse, and shall not be responsible for:
(a) the reliability or performance of any Third Party Provider, Payment Service Provider or Third Party Provider;
(b) the safety, quality, accuracy, reliability, integrity or legality of any Products or other goods and/or services offered by a Third Party Provider, Offer or Loyalty Rewards;
(c) the truth or accuracy of the description of any Products, goods and/or services offered by a Third Party Provider, Offer, or Loyalty Reward, or of any advice, opinion, offer, proposal, statement, data or other information (collectively, “Content”) displayed or distributed, purchased or paid through the Service; or
(d) your ability to buy or redeem goods and/or services offered by a Third Party Provider, Offers or Loyalty Rewards.
15.4 Offers and Loyalty Rewards provided by third parties. Transactions and redemptions of Offers or Loyalty Rewards using the Rezolve App are not transactions with Rezolve or any Rezolve affiliates. Rezolve is not a party to your transaction or redemption of Offers or Loyalty Rewards.
15.5 We are not a party to your agreements with Payment Service Providers or other third party providers. We are not a party to your agreements with your Payment Service Providers nor third party providers and bear no liability for the authorization or non-authorization of transactions by Payment Service Providers or for any chargebacks, reversals, or other liabilities or charges arising between you and the Payment Service Providers. You are solely responsible and liable for (and we shall not be responsible or liable for) your communications, contracts, agreements, arrangements and/or disputes with and/or entered into with Payment Service Providers or third party providers. Any such communications, contracts, agreements, arrangements and/or disputes are specifically and solely between you and the applicable Payment Service Provider and/or third party provider. Payment Service Providers may require you to provide additional information in order to use them and/or may collect additional information from you while you are using them. The collection and use of such additional information may be governed by the privacy policies of the applicable Payment Service Provider, and we strongly recommend you to review any such privacy policies.
15.6 How this Agreement relates to your agreements with your Payment Service Provider and issuer of your Offers or Loyalty Rewards. These Terms of Service do not amend or otherwise modify your agreement with your Payment Service Provider, Offer, or Loyalty Reward issuer or other third party service providers, and you are responsible for ensuring your use of the Rezolve App complies with such agreements. You also are responsible for all charges and debits to your Payment Method resulting from Transactions or redemptions of Offers or Loyalty Rewards using the Rezolve App, in accordance with such agreements. In the event of any inconsistency between these Terms of Service and your agreement with the issuer of your Payment Method, Offer, or Loyalty Reward, these Terms of Service governs the relationship between you and Rezolve solely with respect to the Rezolve App and Services, and your agreement with your Payment Service Provider, the issuer of your Offers, or Loyalty Rewards governs the relationship between you and the Payment Service Provider, issuer of the Offers, or Loyalty Rewards respectively.
15.7 No responsibility for Third Party Provider identity. Identity verification on the internet is very difficult. We also take no responsibility to investigate the background of, nor guarantee or confirm the identity of, any Third Party Providers. We strongly encourage you to conduct your own research and investigation of any Third Party Provider you transact with by via our Services.
15.8 No guarantee of the services provided by Payment Service Providers or Third Party Providers. We do not guarantee the accuracy, completeness, or usefulness of any Payment Service Provider nor Third Party Provider. You acknowledge that the selection of any Payment Service Provider or Third Party Provider or the purchase of any goods and/or services from them is solely your choice. We strongly encourage you to conduct your own research and due diligence into the Payment Service Provider or Third Party Provider.
15.9 Not otherwise responsible for the information of your Payment Method, Offers or Loyalty Rewards. The Rezolve Parties are not responsible for the accuracy of any Payment Method, Offer, or Loyalty Reward information, including, without limitation, whether such information is current and complete. Without limiting the generality of the preceding sentence, you expressly acknowledge and agree that such information is reported by the issuer as of a particular time established by the issuer and may not accurately reflect your current transactions, or other Account or program details at the time they are displayed to you through the Services or at the time you make a purchase or redemption. You may incur fees, such as overdraft fees or other charges as a result of such transactions, per your agreement with your Payment Method, Offer, or Loyalty Reward issuer, or your attempt to make a purchase or redemption may not be successful.
15.10 Service maintenance. From time to time, we may carry out maintenance of our Services which may result in certain parts of our Services becoming unavailable, in which case we will endeavour to notify you in advance. We are not liable to you for the unavailability of our Services while we carry out any maintenance of our Services.
15.11 Your responsibility to maintaining your equipment and implement safeguards. It is your responsibility to implement satisfactory safeguards and procedures to make sure any files or other information you obtain or submit through our Services are free from such contaminations or other harmful properties. Further, you shall be responsible for obtaining and maintaining all communication networks, hardware, and other equipment needed for access to and use of the Services, and you are responsible for all such related charges. We do not guarantee that our Services will be supported on your Mobile Device or that our Sites will support or browser types or otherwise be compatible with your communications equipment.
16. How we may be liable to you
16.1 Our liability to you. If we fail to comply with these Terms of Service, we are only responsible for loss or damage you suffer that is a direct and foreseeable result of our breach of these Terms of Service or our negligence, and we are not responsible for any loss or damage that is not directly foreseeable, nor our fault. Loss or damage is directly foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Agreement. Loss or damage would not be directly foreseeable if for example, such loss or damage arose from your use of the item you purchased using our Services.
16.2 Our maximum aggregate liability under or in connection with these Terms of Service (including your use of the Service) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to US$1000. This does not apply to the types of loss set out in clause 16.3.
16.3 Nothing in these Terms of Service shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; and
(c) any other liability that cannot be excluded or limited by UK, US or European laws.
16.4 Why we limit our liability and the basis of our Agreement. Like many other service providers, we look to limit our liability. We are able to provide our Services to you at no additional costs and we would not be able to do so if our liability was not restricted in some way. We also note that you have alternatives to our Services available to you, some at very little or also at no additional cost, to facilitate payments between yourself and Third Party Providers. You also have the ability to stop using our Services at your discretion in accordance with these Terms of Service.
16.5 No liability for indirect and consequential losses etc. Notwithstanding clause 16.2, we have no liability to you for any indirect and consequential loss or for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16.6 We are not liable for Events Outside Our Control. We will not be liable or responsible for any losses you may incur that were not our fault or were because of any failure by us to perform (in part or full), or delay in performance of, any of our obligations under this Agreement that is caused by our compliance with any applicable law or an “Event Outside Our Control”.
16.7 Event Outside Our Control. An Event Outside Our Control means any act or event beyond our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary and include without limitation strikes, lock¬outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks (including without limitation power failures, mobile network failures and Internet disturbances). This would also include suspension of our Services resulting from maintenance and upgrades to our systems or the systems of any party used to provide our Services, outages on any phone network or in the case of mobile networks where you are not in an area of mobile coverage.
17. Could the terms of this Agreement change?
17.1 We can change these Terms. As long as you are able to end the Agreement without charge (or we agree that we will not make a charge that would otherwise apply), we may change the terms of this Agreement.
17.2 Reasons why we may change these Terms. We may change these terms for the following reasons:
(a) to make a change to your benefit, or not affecting your rights or obligations;
(b) correct errors, omissions, inaccuracies or ambiguities;
(c) to reflect terms of new products or services, or changes to existing products or services;
(d) to reflect changes to the structure of our Group Companies;
(e) cover service differences due to new IT or other processes;
(f) reflect changes in customer demands or requirements;
(g) bring us into line with market practice;
(h) to respond proportionately to changes in the general law;
(i) to meet any of our regulatory requirements;
(j) to respond proportionately to changes in any requirement under any Card and Payment Scheme or our requirements under our agreements with our third party service providers;
(k) to reflect new industry guidance and codes of practice which raise standards of consumer protection; and/or
(l) to proportionately reflect other legitimate cost increases or reductions associated with providing a particular product or service.
17.3 Notifying you of changes. We will give you at least 30 days advance notice of all changes by posting notifications on http://www.rezolve.com or otherwise communicating the notification to you in accordance with section 20, unless such a change:
(a) is to your benefit;
(b) is required to be made to comply with any Applicable Law or requirement of any Card and Payment Scheme;
(c) relates to a new product or service made available to you.
In such circumstances we will still give you notice of the change, but we may make the change more quickly.
17.4 If you don’t agree with the change. We will tell you when any changes will come into effect. If you do not want to continue the Agreement with the change, you must close your Account in accordance with section 13.
18. Who you should contact if you have a question
18.1 Contacting Rezolve. Rezolve is responsible for customer service relating to the use and operation of the Rezolve App. If you have an inquiry regarding a payment made with the Rezolve App, or you believe that there has been an error or unauthorized transaction using Rezolve, please contact Rezolve customer support at firstname.lastname@example.org.
18.2 Contacting a Third Party Provider. Rezolve is not responsible for any Products you purchase using the Rezolve App or Donations you make. The relevant Third Party Provider, and not Rezolve, is responsible for providing those Products and is responsible for any customer service related to those Products, including order fulfillment, order cancellation, returns, refunds and adjustments, rebates, warranty, technical support, and any other service issues.
18.3 Contacting your Payment Method issuer. Your Payment Service Provider, and not us, is responsible for any customer service related to the Payment Method.
19. How can you access a copy of these Terms of Service?
An electronic copy of these Terms of Service will be provided to you during the registration process to download the Rezolve App, within the Rezolve App and is available in its most current form on our Site.
20. How we will communicate with you
20.1 We provide you with electronic communications. You shall receive or have made available to you electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Rezolve Account and your use of our Services. Communications include, but are not limited to:
(b) transaction receipts or confirmations; and
(c) all other information related to your Rezolve Account.
20.2 How we provide our Communications to you. We will provide our Communications to you by posting them on Site or by emailing them to you at the primary email address listed in your Rezolve Account.
20.3 How you may cancel receiving our electronic Communications. You may withdraw your consent to receive Communications electronically by contacting us via the “Contact Us” link in your Rezolve App or on our Site. If you fail to provide or if you withdraw your consent to receive Communications electronically, Rezolve reserves the right to either deny your application for a Rezolve Account, restrict or deactivate your Rezolve Account, close your Rezolve Account and any sub-account, or charge you additional fees for paper copies. We may agree under exceptional circumstances to post Communications to you.
20.4 We communicate in English. This Agreement is provided to you and concluded in English. We will also communicate with you in English for all matters related to your use of our Services. Where we have provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Services.
20.5 When notices are received by you. Any electronic Communications will be considered to be received by you within 24 hours after the time we publish it on our Site or email it to you. Any Communications sent to you by post will be deemed to have been received by you three Business Days after having been sent by us.
20.6 Notices to Us. Except as stated otherwise, notice made to Rezolve must be sent by email to email@example.com.
20.7 Please keep your registered e-mail address up to date. You must have a valid Internet connection and e-mail address to use our Services. It is your responsibility to keep your primary email address up to date so that Rezolve may communicate with you electronically.
20.8 You understand and agree that if you do not receive an electronic Communication sent by Rezolve as a result of your primary email address on file being incorrect, out of date, or you are otherwise unable to receive electronic Communications due to circumstances within your control, Rezolve will be deemed to have provided you with the Communication. Please adjust your e-mail spam filters so that emails from us are easily made available to you (for example, to avoid our emails being considered ‘junk’ mail). We consider your inability to receive emails due to them being caught by your spam filters to be within your control and not to be a reasonable excuse for not receiving them.
20.9 How to update your e-mail address with us. You can update your primary email address or “Home” address at any time by using the Rezolve App on your Mobile Device or by logging into our Site.
21. Protection of our Intellectual Property Rights
21.1 What is intellectual property? Intellectual Property might be a brand, an invention, a design, a song or another intellectual creation. Details of what is meant by Intellectual Property in this Agreement are set out in the definition of Intellectual Property Rights in section 25 (Words and Phrases with Special Meanings).
21.2 Your restricted use of our Intellectual Property Rights. “Rezolve.com”, “Rezolve”, “Rezolve App”, “Rezolve”, Rezolve logo, and all logos related to the Rezolve App are either trademarks or registered trademarks of Rezolve or Rezolve’s licensors and affiliates. You may not copy, imitate or use them or any of our other Intellectual Property Rights without Rezolve’s prior written consent. In addition, all Rezolve graphics, page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Rezolve. You may not copy, imitate, or use them without our prior written consent. You may not alter, modify or change these logos in any way, use them in a manner that is disparaging to Rezolve or display them in any manner that implies Rezolve’s sponsorship or endorsement. All rights, title and interest in and related to the Rezolve App, any content thereon, the technology related to the Rezolve App, and any and all technology and any content created or derived from any of the foregoing or our other Intellectual Property Rights is the exclusive property of Rezolve and its licensors. This Agreement does not transfer any of our Intellectual Property Rights existing as at the date of this Agreement, nor does it transfer any Intellectual Property Rights which are created or developed by or on our behalf during the term of this Agreement or otherwise. Unless expressly provided in this Agreement, nothing in this Agreement shall be interpreted as granting you a licence to use any of our Intellectual Property Rights.
22. Transferring this Agreement to another person
22.1 These Terms of Service and the benefit of the rights, obligations and licences granted under these Terms of Service may not be transferred (or as in known in legal terms, “assigned”) by you without Rezolve’s prior written consent. This is mainly because, if you were free to transfer this Agreement, we may not be able to provide the service and comply with our legal obligations. However, these Terms of Service and the benefit of the rights, obligations and licences granted to Rezolve under these Terms of Service shall be freely transferrable (assignable) by Rezolve. If you object to us transferring (assigning) this Agreement you may close your Account as set out in this Agreement.
23. Making complaints and your release of us from any third party claims
23.1 Disputes around Chargebacks and Refunds. For disputes related to chargebacks, unauthorized payments and refunds, please contact your Payment Service Provider. You should consult the terms and conditions governing your Payment Method for more information about any refund or chargeback procedures.
23.2 Disputes with us. In the event of any dispute or difference or claim howsoever arising between you and us in connection with or in relation to these Terms of Service, including any dispute regarding the existence, validity or termination of these Terms of Service you should, in the first instance contact the Customer Care Team by email to firstname.lastname@example.org. We aim to respond to any complaint or dispute as quickly as possible and with a view to finding a satisfactory solution.
23.3 Dispute between you and the Third Party Provider. Rezolve is not a party to any dispute that you may have with a Third Party Provider. You agree that you will not involve Rezolve, or if you do, you will release us, from any litigation or other dispute arising out of or related to any Transaction, agreement, or arrangement with any Third Party Providers, other User, advertiser or other third party in connection with the Service.
24. Other important terms
24.1 No waiver of rights. The failure of Rezolve to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service shall be interpreted by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and remain enforceable between the parties.
24.2 No agency etc. We are an independent contractor for all purposes when carrying out our obligations under these Terms. Nothing in these Terms is intended to, or shall be deemed to, establish any other kind of legal relationship including: partnership, agency, trustee, fiduciary duty, joint venture or any other form of legal association between us.
24.3 Headings are for convenience only. Headings used in these Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
24.4 Third party rights. Except for any of our Group Companies and the other persons referred to in section 14 as a Rezolve Party, a person who is not a party to this Agreement has no right to enforce any term or condition of this Agreement.
24.5 Conflict of terms. In the event of a conflict between these Terms of Service and any other Rezolve agreement or policy, these Terms of Service shall prevail on the subject matter of these Terms of Service.
24.6 No limit of rights. These Terms of Service does not limit any rights that Rezolve may have under trade secret, copyright, patent, or other laws. Rezolve’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
24.7 Severability. If any provision of these Terms of Service is invalid or unenforceable under the Applicable Law, the remaining provisions will continue in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
24.8 Interpretation. Use of the word “including” in this Agreement, should also include the words “without limitation” immediately following the word “including”. Words in the singular include the plural and those in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it.
24.9 Governing law and jurisdiction. These Terms are governed by UK law. This means that this Agreement and any dispute or claim arising out of or in connection with it will be governed by UK law.
24.10 Other places where you can find help. General law (for example, about consumer protection) applies to this Agreement and the Services we provide to you under it. For further information about your statutory rights contact the relevant advice service for your jurisdiction, such as Citizen’s Advice Bureau in the UK.
25. Words and Phrases with Special Meanings
25.1 The following word and phrases shall have the indicated meanings:
- “Applicable Law”: any or all applicable laws, rules and regulations applicable to the Services.
- “Business Day”: a day that is not a Saturday or Sunday or a public or bank holiday in the United Kingdom.
- “Card and Payment Scheme”: any card payment systems (such as VISA, MasterCard, American Express or others, including national or local systems) or bank payment schemes (such as direct banking systems, direct debit systems or bank transfer systems).
- “Communications” has the meaning set out in section 20.1.
- “Credentials”: the security instruments and/or procedures defined in section 11.1 and which may apply to any or all use of our Services.
- “Customer Service”: our customer service, which you can reach by emailing us at email@example.com.
- “Group Company”: any subsidiary undertaking and/or parent undertaking of a person and/or any subsidiary undertaking of any such parent undertaking.
- “Intellectual Property Rights”: all patents, copyrights (including copyright in source code, object code, developer tools, data, materials, content and printed and electronic specifications, integrations guides, procedures manuals and related documentation) design rights, trade marks, service marks, trade secrets, know-how, business names, trade names, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
- “Loyalty Rewards”: loyalty program points, rewards or other incentives issued by a Third Party Provider that can be redeemed for goods, services or other rewards issued by the Third Party Provider and subject to the Third Party Provider’s terms and conditions.
- “Mobile Device”: the mobile phone, smart phone, device which we may designate as “extended gear” (or similar) (such as a near field communication device and/or data device), or any other device a User uses to facilitate Transactions using our Services (which includes, where relevant, via the Rezolve App).
- “Offers”: vouchers, coupons, discounts, promotional codes, promotions (customised or otherwise) or other valuable content which a Third Party Provider may issue, provide and/or make available as part of its goods and/or service offering and which may be used by buyers.
- “Password”: the password nominated by you to use the Services (including permitting access to your Account).
- “Payment Method”: payment by credit card, debit card, stored value card or any other accepted method of payment, payment instrument or payment account that is registered in a User’s Rezolve Account.
- “Payment Service Provider”: the bank or other third party which you have entered into a contract with to allow the issue and use of your Payment Method.
- “Personal Data”: any data relating directly or indirectly to an individual from which the identity of the individual can be directly or indirectly ascertained, as determined by applicable privacy laws.
- “Rezolve”, “we”, “us” or “our” means, depending on your country, either Rezolve Mobile Commerce Inc (for users in North, Central and South America), Rezolve Limited (for all other users) and includes its successors and any person to whom it has transferred its rights under this Agreement.
- “Rezolve Parties” has the meaning set out in section 14.3(a).
- “Rezolve”: the Quick Response code (QR), other visual data encoding device, near-field data tag, audio tag or other method of data exchange which is attached or associated to a particular item or service and which can be detected using the Rezolve App.
- “Rezolve App”: the Rezolve software application that enables Users to execute Transactions at locations that accept payments using our Services.
- “Rezolve Account” or “Account”: the account you create with us for the use of Services, this account is made available to you upon your completion of the Rezolve registration process.
- “Recurring Payment”: a type of payment defined in section 9.1.
- “Product”: any merchandise, good or service offered or provided by a Third Party Provider.
- “Restricted Activities”: the activities described in section 10.2.
- “Service”: the services described in these Terms of Service including the Rezolve App and related services provided by Rezolve that facilitates Transactions, together with any or all other payment processing services and related products or services made available to you by us from time to time.
- “Site”: any url such as http://www.rezolve.com that we provide the Services (in whole or in part) to you.
- “Third Party Providers”: the third party providers described in section 1.8.
- “Transaction”: means using the Rezolve App to interact with a Third Party Provider in relation to a product or service provided by that Third Party Provider, including, where applicable, the processing of a payment using the Payment Method that results in the Transaction Amount being debited, charged or by any other means transferred from a User to another party.
- “Transaction Amount”: the value amount of a Transaction to pay for a Product, and which may also include any applicable taxes, postage charges or other related fees.
- “User”: a person that has successfully registered for or otherwise uses our Services.
- “User Web Station”: the interface and functionality of your Account which permits your management of certain uses of our Services and/or Account (including where appropriate, management of your Personal Data and verification documents, Mobile Devices (including the ‘pairing’ / ‘unpairing’ of your Mobile Device), Transactions, Transaction history, and/or your Payment Methods.
- “You”, ”your”: a person that applies to or registers to use, or uses, the Services.