ChargebackZ3N Terms & Conditions
ChargebackZ3N Terms of Service
Last Updated: February 2026
Available at: https://cardz3n.com/chargebackz3n-terms-condition
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1. Parties, Scope, and Incorporation
1.1 These Service Terms constitute a binding agreement between CARDZ3N, Inc. ("CARDZ3N," "ChargebackZ3N," "we," or "us") and the merchant identified in the applicable service application, order form, or payment authorization ("Client," "Merchant," or "you").
1.2 By executing a written agreement, service application, or payment authorization that references these Service Terms, or by accessing or using CARDZ3N's managed services, chargeback management, and dispute-prevention services (collectively, the "Services"), you agree to be bound by these Service Terms.
1.3 These Service Terms, together with any applicable service application, order form, pricing schedule, merchant services terms, and payment authorization that reference them (collectively, the "Agreement"), constitute the entire agreement between you and CARDZ3N with respect to the Services and supersede all prior or contemporaneous agreements and understandings on the same subject matter, except where expressly stated otherwise.
1.4 If there is a conflict between these Service Terms and any service application, order form, or pricing schedule, the order form or pricing schedule will control solely with respect to fees and commercial particulars for the applicable Services.
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2. Services and Data Delivery
2.1 CARDZ3N provides software and managed services to assist merchants with fraud management, chargeback and dispute prevention, chargeback representment, analytics, merchant account management, risk mitigation, and related advisory services, as further described in the applicable service application, Schedules, and these Service Terms (the "Services").
2.2 The specific Services to be provided, and applicable fee structures, will be set forth in one or more written Schedules or pricing exhibits (including any online pricing pages referenced in the service application) that are incorporated into the Agreement by reference ("Schedules").
2.3 Client agrees to provide CARDZ3N with all data, information, access, and authorizations reasonably required to deliver the Services, including card brand data, merchant account information, transaction data, and outcome information. Client consents to CARDZ3N receiving all available card-brand data for all applicable merchant accounts.
2.4 Services and deliverables are provided on an "as is" and "as available" basis and may be delivered via online portal, API, email notifications, or other methods as reasonably determined by CARDZ3N.
2.5 Service Level and Uptime Disclaimer. While CARDZ3N will use commercially reasonable efforts to maintain the availability and performance of the Services, CARDZ3N does not guarantee uninterrupted access, specific uptime percentages, or specific response times unless expressly set forth in a separate service level agreement or Schedule. CARDZ3N may perform scheduled or emergency maintenance that temporarily interrupts access to the Services, and will provide advance notice of scheduled maintenance where reasonably practicable.
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3. Fees, Invoicing, and Payment
3.1 Fees. Client shall pay CARDZ3N all fees for the Services as set forth in the applicable Schedules and/or service application, which may include setup fees, integration fees, monthly platform fees or minimums, per-alert or per-dispute fees, representment fees, and other transaction-based or service-based fees.
3.2 Invoicing. Unless otherwise stated in a Schedule or order form, CARDZ3N may invoice Client on a weekly or monthly basis for Services rendered, including all applicable alerts, disputes, and related transaction activity during the billing period.
3.3 Payment Authorization. To activate the Services, Client must provide valid billing and banking information or other accepted payment method (the "Payment Method") through CARDZ3N's designated portal or authorization form. By providing the Payment Method and signing the applicable authorization, Client:
- Authorizes CARDZ3N to charge and collect all amounts due under the Agreement via the Payment Method, including setup, integration, recurring platform, transaction-based, alert, penalty, service, and return item fees; and
- Authorizes the applicable financial institution for the Payment Method to debit Client's account and remit payment to CARDZ3N.
3.4 Automatic Charges. CARDZ3N may automatically charge the Payment Method on or after the invoice date and in accordance with the billing frequency and terms in the applicable Schedule or service application.
3.5 Payment Due Date and Late Payments. Unless otherwise specified, payment is due within five (5) days of the invoice date. Late payments may accrue interest at a rate of ten percent (10%) per annum or the maximum rate permitted by law, whichever is lower, and Client shall be responsible for all reasonable costs of collection, including attorneys' fees.
3.6 Returned/NSF Items. If any payment is returned or rejected due to Non-Sufficient Funds or similar reasons, CARDZ3N may, in its discretion, re-attempt collection and assess a separate NSF or return-item fee of thirty-five dollars (US $35.00) per occurrence.
3.7 Billing Errors. Any billing errors must be reported by Client within thirty (30) days of the invoice date, after which the invoice will be deemed final.
3.8 Taxes. Client is responsible for all applicable taxes, duties, and governmental charges (excluding CARDZ3N's income taxes) arising from the Services, and CARDZ3N may add such amounts to its invoices.
3.9 No Refunds. Except as specifically provided in these Service Terms or required by law, all fees and charges are non-refundable.
3.10 Third-Party Fee Allocation. Client acknowledges that a portion of the total fees associated with transactions, alerts, and chargebacks is paid to or retained by third parties, including without limitation acquiring banks, processors, and card-brand networks. CARDZ3N typically receives only a commission or share of such fees as its compensation. For purposes of any limitation of liability or fee-based calculation in the Agreement, only CARDZ3N's retained share (not amounts remitted to or retained by third parties) will be considered "fees paid to CARDZ3N."
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4. Term and Termination
4.1 Initial Term and Renewal. Unless otherwise stated in the applicable Schedule or order form, the Agreement's initial term is one (1) year from the effective date specified in your signed application or authorization (the "Initial Term"), and will automatically renew for successive one-year renewal terms (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
4.2 Termination for Convenience. CARDZ3N or Client may terminate the Agreement or any specific Service for convenience upon at least thirty (30) days' prior written notice, unless a different minimum term or notice period is expressly stated in a Schedule or service application.
4.3 Cancellation by Client. Client may cancel one or more Services, or the Agreement in its entirety, for convenience by providing CARDZ3N with at least thirty (30) days’ prior written notice of cancellation. Written notice may be delivered by email to support@cardz3n.com or by certified mail or courier to CARDZ3N’s notice address set out in Section 14.1. Cancellation will be effective on the later of (a) thirty (30) days after CARDZ3N’s receipt of Client’s written notice, or (b) the effective date specified in Client’s notice, provided such date is at least thirty (30) days after receipt. Client remains responsible for all fees and charges incurred for Services provided up to and including the effective date of cancellation, including any minimum or recurring fees applicable to that period.
4.4 Termination for Cause. Either party may terminate the Agreement immediately upon written notice if the other party:
- Materially breaches the Agreement and fails to cure such breach within thirty (30) days after written notice (or such shorter cure period as may be specified for particular breaches); or
- Becomes insolvent, is subject to bankruptcy, receivership, or similar proceedings, makes an assignment for the benefit of creditors, or ceases to do business.
CARDZ3N may also terminate or suspend Services on shorter notice, including five (5) days' written notice or immediate suspension, if Client fails to pay when due, misrepresents its business practices or refunds, violates applicable law or card-network rules, or materially breaches its confidentiality or data-use obligations.
4.5 Effect of Termination. Upon termination:
- All accrued but unpaid fees and charges become immediately due and payable.
- CARDZ3N will invoice Client for all Services performed through the effective date of termination, and Client shall pay such invoice in accordance with these payment terms.
- Client's authorization to use the Services and access CARDZ3N systems will cease, except as needed for limited wind-down activities agreed in writing.
4.6 Survival. Client's payment obligations, confidentiality obligations, indemnity obligations, limitations of liability, dispute resolution terms, promotional license grant, and any other provisions that by their nature should survive, will survive termination.
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5. No Warranty of Services
5.1 Client acknowledges that CARDZ3N will use its expertise and reasonable efforts to provide chargeback management, dispute prevention, and related Services, but CARDZ3N does not and cannot guarantee any particular outcome or success rate.
5.2 EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, CARDZ3N, ON BEHALF OF ITSELF AND ITS THIRD-PARTY PROVIDERS, DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
5.3 CARDZ3N does not warrant that the Services will meet Client's requirements, be uninterrupted or error free, or that any defects will be corrected. Client acknowledges that CARDZ3N is not responsible for business decisions made by Client in reliance on the Services or any deliverables and that results are not guaranteed.
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6. Client Representations and Responsibilities
6.1 Client represents and warrants that it has the legal right and authority to enter into the Agreement, to provide all data and outcome information to CARDZ3N, and to authorize the debiting of its accounts via the Payment Method.
6.2 Client represents and warrants that any outcome information or other data it provides to CARDZ3N is accurate, complete, and provided in compliance with applicable law and any agreements with its customers or third parties.
6.3 Client is solely responsible for maintaining appropriate security safeguards for its own systems and data and for complying with all applicable laws, regulations, and card-network rules in connection with its operations and use of the Services.
6.4 Client agrees to use the Services and any deliverables only for their intended business purpose and in accordance with the Agreement, and not to resell or provide them to third parties except as expressly authorized in writing.
6.5 Insurance Requirement. Client shall maintain, at its own expense and throughout the term of the Agreement, commercially reasonable insurance coverage appropriate to its business operations, including without limitation general commercial liability insurance and, if Client processes, stores, or transmits payment card data or other sensitive customer information, cyber liability and data breach insurance. Client shall provide CARDZ3N with certificates of insurance upon request.
6.6 Export Control and Sanctions Compliance. Client represents and warrants that (a) it is not located in, organized under the laws of, or owned or controlled by persons or entities in any country or jurisdiction subject to comprehensive U.S. trade sanctions or embargoes; (b) it is not identified on any U.S. government list of prohibited or restricted parties, including the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List; and (c) it will comply with all applicable export control, sanctions, and anti-money laundering laws and regulations in its use of the Services. CARDZ3N may immediately suspend or terminate the Agreement if Client breaches this provision.
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7. Dispute and Chargeback Prevention Services
The following terms apply when Client enrolls in CARDZ3N's dispute and chargeback prevention programs (including Ethoca, Verifi, Order Insight, Consumer Clarity, and related alert services).
7.1 Definitions. The following definitions apply to dispute and chargeback prevention Services:
- "Alert(s)" means information on Confirmed Disputed Transactions and/or Non-Fraud Dispute Transactions that Mastercard and/or Visa creates, evaluates, or otherwise distributes.
- "Alert Data" means information related to Confirmed Disputed Transactions and/or Non-Fraud Dispute Transactions provided to Merchant as part of the Service, which may include: card or account number, transaction amount, transaction type, transaction currency, acquirer reference number, merchant descriptor, date and time of transaction, POS code, authorization amount, authorization code, and any source identifier provided by Participating Issuer.
- "Confirmed Disputed Transaction" means a transaction for a Merchant Identifier for which it is known that the transaction will be disputed by the cardholder.
- "Descriptor(s)" means the line of copy that identifies transactions on a cardholder's account activity and statement.
- "Merchant Identifier" means the list of Merchant IDs that Merchant uses in its business and as modified as agreed to by the parties in writing from time to time.
- "Non-Fraud Dispute Transaction" means a transaction that the Participating Issuer has identified that will be disputed by the cardholder for non-fraud reasons.
- "Order Validation" means a request made by Visa Verifi Order Insight or Mastercard Ethoca Consumer Clarity on a transaction to receive transaction details in an attempt to resolve potential cardholder disputes.
- "Outcome Information" means the result of the Alert provided to Merchant, including the results of: transaction refunded, transaction previously refunded, transaction partially refunded, order previously cancelled or declined, account closed, too late, order not found, or other; the date and time of the response; additional optional relevant information about a transaction; and/or any other commentary as it specifically relates to the outcome of the transaction.
- "Participating Issuer" means a card issuer that has agreed to provide Mastercard and/or Visa with Alert Data.
- "Verifi RDR" means a specific type of Alert generated by Visa that results in a transaction being refunded by the acquiring bank.
7.2 Services. When CARDZ3N receives Alert Data or order-validation requests from payment networks or their providers, CARDZ3N will use appropriate means (including email, portal, or API) to distribute Alerts to Client and to facilitate communication of Outcome Information and transaction details back to the networks or providers, with the goal of assisting in fraud loss avoidance and chargeback reduction.
7.3 Client Obligations for Alerts. To facilitate these services, Client:
- Consents to CARDZ3N receiving Alert Data for all enrolled merchant identifiers and descriptors and permits Mastercard and/or Visa to send Alerts for all Merchant Identifiers including hard and soft Merchant Billing Descriptor Identifiers.
- Will use Alert Data only as necessary to address the specific transaction to which an Alert relates and will comply with any card-network restrictions on Alert Data.
- Is solely responsible for monitoring and processing Alerts via CARDZ3N's systems and must process all Alerts within twenty-four (24) hours of the time the Alert appears; Alerts not processed within that timeframe may automatically close and become ineligible for processing.
- Will timely provide accurate Outcome Information back to CARDZ3N using the agreed-upon methods.
- Acknowledges that it will be charged for all Alerts that appear in CARDZ3N's system, whether or not Client ultimately processes the Alert.
7.4 Enrollment and Unenrollment. Client is responsible for maintaining accurate descriptor and merchant-identifier information with CARDZ3N and agrees to provide at least thirty (30) days' written notice to unenroll any descriptors from alert programs.
7.5 Billing Credit Policy. Certain Alerts that do not successfully prevent a chargeback may be eligible for billing credits pursuant to CARDZ3N's Billing Credit Policy (set forth below). Client is solely responsible for timely and properly submitting any credit requests and acknowledges that credit approvals are determined by the underlying data providers (such as Verifi and Ethoca) and that CARDZ3N is not responsible for credit approvals.
7.6 Restrictions. Client shall not share Alert Data with any third party except as necessary to fulfill its obligations under the Agreement and only where such third party is bound by confidentiality and data-security obligations at least as protective as those in these Service Terms. Client also agrees not to refund transactions based solely on order-validation cases and acknowledges that certain cases (such as Verifi RDR) are refunded by the acquiring bank and must be reconciled by Client in its own systems.
7.7 Modification of Third-Party Terms. Client acknowledges that the dispute and chargeback prevention Services depend on third-party providers (including Ethoca, Verifi, and card-brand networks) and that such providers may change their terms, pricing, requirements, or availability from time to time. CARDZ3N reserves the right to modify the alert services terms, pricing, and procedures to reflect changes imposed by such third-party providers upon thirty (30) days' notice to Client. If any such change materially reduces the scope of Services or materially increases Client's costs, Client may terminate the affected Services upon written notice within thirty (30) days after receiving notice of the change.
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8. Billing Credit Policy
CARDZ3N offers a variety of chargeback prevention services that utilize data ("Alerts") from Verifi (Visa) and Ethoca (Mastercard) in an attempt to help merchants prevent chargebacks from occurring. These data providers do not and cannot guarantee that every Alert will succeed. Some Alerts that do not succeed are eligible for billing credits. Client may request billing credits, but must follow strict guidelines and requirements in order to do so. All billing credit requests are the responsibility of Client and credit approvals are at the discretion of Verifi and Ethoca. CARDZ3N is not responsible for credit approvals.
Credit Request Eligibility for Alerts
The following events are eligible for credit requests:
1. Alert becomes a chargeback: An Alert was successfully refunded within 24 hours and then became a chargeback.
2. Chargeback received before an alert: An Alert was received after a chargeback was filed.
3. Previously refunded Ethoca Alert: An Ethoca Alert was received on a transaction that had already been refunded. (NOTE: Verifi does not give credit for previously refunded.)
4. Failed authorization: An Alert was received on a declined transaction (the transaction was declined before it settled).
5. Duplicate Alert: Two alerts from the same data provider were received on one transaction (multiple Ethoca Alerts on one transaction, or multiple Verifi Alerts on one transaction).
NOTE: Order Insights' Inquiry and RDR Cases do not qualify for Alert credits.
Credit Request Deadline
It is recommended that all credit requests are submitted by the Client as soon as possible due to the strict deadlines from each data provider. All credit requests are due within 30 days from the date of the Alert or the date of the chargeback. No credit requests will be eligible or processed for any cases after the 30-day deadline.
Credit Request Format
Client must adhere to all Ethoca and Verifi formatting requirements for each credit request, which may include multiple screenshots and other evidence, and said requirements may change from time to time.
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9. Confidentiality and Data Security
9.1 Each party (as a "receiving party") will keep confidential all non-public information provided by the other ("disclosing party") that is designated as confidential or that should reasonably be understood to be confidential, including customer data, transaction information, pricing, contracts, and the terms of this Agreement ("Information").
9.2 The receiving party shall use Information solely to perform or receive the Services, shall implement appropriate safeguards to protect it, and shall not disclose it to third parties except as expressly permitted or required by law.
9.3 Exceptions to confidentiality obligations include Information that is or becomes public through no fault of the receiving party, is lawfully received from a third party without restriction, was already known to the receiving party, or is independently developed without reference to the disclosing party's Information; however, customer data remains protected in all circumstances.
9.4 If the receiving party is legally compelled to disclose Information, it will, where legally permitted, provide prompt notice to the disclosing party to allow it to seek protective relief and will disclose only the portion legally required.
9.5 Data Breach Notification. If the receiving party becomes aware of any unauthorized access to, disclosure of, or acquisition of Information (a "Data Breach"), the receiving party shall:
- Notify the disclosing party in writing within seventy-two (72) hours of discovery of the Data Breach;
- Provide reasonable details of the nature and scope of the Data Breach;
- Take prompt action to investigate, contain, and remediate the Data Breach; and
- Cooperate with the disclosing party's reasonable investigation and comply with any applicable legal notification or remediation obligations.
9.6 The parties acknowledge that a breach of confidentiality or data security obligations may cause irreparable harm and that the non-breaching party is entitled to seek injunctive and equitable relief in addition to any other remedies.
9.7 Intellectual Property Ownership. CARDZ3N remains the sole owner of all intellectual-property rights in its software, systems, documentation, and related materials, and no license is granted to Client except for a limited, non-exclusive, non-transferable license to use the Services for Client's internal business purposes during the term of the Agreement.
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10. Promotional Use and Trademark License
10.1 Client grants CARDZ3N a limited, non-exclusive, royalty-free license to use Client's name, trademarks, logos, service marks, and trade names (collectively, "Client Marks") in connection with the promotion, advertising, and marketing of CARDZ3N's Services, including on CARDZ3N's website, in marketing materials, presentations, case studies, and publicity materials.
10.2 CARDZ3N will use Client Marks in a professional manner and in accordance with any usage guidelines provided by Client in writing. Client may revoke this license at any time by providing thirty (30) days' written notice to CARDZ3N, after which CARDZ3N will cease new uses of Client Marks but will not be required to recall or destroy previously distributed materials.
10.3 All goodwill arising from CARDZ3N's use of Client Marks will inure to the benefit of Client. CARDZ3N acquires no ownership rights in Client Marks.
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11. Indemnity and Limitation of Liability
11.1 Mutual Indemnity. Each party will indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, affiliates, and third-party providers from and against all losses, damages, liabilities, and reasonable expenses (including attorneys' fees) arising out of or relating to the indemnifying party's breach of its representations, warranties, or covenants or its gross negligence or willful misconduct.
11.2 Special Exclusions. Client acknowledges that CARDZ3N is not liable for the loss of any merchant account, associated revenue, or rolling reserve due to actions or inactions of acquiring banks, processors, or card networks, except to the extent such loss directly results from CARDZ3N's gross negligence or willful misconduct. In addition, Client acknowledges that it is responsible for ensuring the appropriate security safeguards are in place to protect the security of its data, that it is responsible for any breach of data provided to it by CARDZ3N, and that it will indemnify CARDZ3N from any claims relating to such data breach.
11.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.4 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARDZ3N'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CARDZ3N (I.E., CARDZ3N'S RETAINED PORTION/COMMISSION, EXCLUDING AMOUNTS REMITTED TO OR RETAINED BY BANKS, ACQUIRERS, PROCESSORS, CARD NETWORKS, OR OTHER THIRD PARTIES) FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
For clarity, Client acknowledges that (a) a portion of the total fees associated with transactions, alerts, and chargebacks is paid to or retained by third parties, including without limitation acquiring banks, processors, and card-brand networks, and (b) CARDZ3N typically receives only a commission or share of such fees as its compensation. The limitation of liability above applies only to CARDZ3N's share of fees actually retained by CARDZ3N under the Agreement and does not extend to any amounts charged, retained, or payable to third parties, for which CARDZ3N has no responsibility or liability.
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12. Noncompetition, Non-Solicitation, and Employees
12.1 Noncompetition. During the term of the Agreement and for one (1) year thereafter, Client will not develop, offer, sell, or distribute a competing service to that of CARDZ3N. A competing service is defined as a service that provides chargeback support similar to that of the CARDZ3N software and Services, including but not limited to advisory services, fraud protection, alert notification systems, system auditing, chargeback management and mitigation, merchant error analysis, dispute resolution, and the ability to identify possible fraudulent transactions in an attempt to avoid and reduce chargebacks. Notwithstanding the foregoing, Client shall be permitted to develop and utilize a service similar to that provided by CARDZ3N solely for use by Client in-house in connection with its own business activities, subject to the restrictions set forth in this Agreement. Client understands that violation of this clause is grounds for immediate termination of the Agreement by CARDZ3N with no liability on the part of CARDZ3N and that CARDZ3N may seek equitable relief to stop the violation and competing activity as well as any other relief available under the law.
12.2 Non-Solicitation of Customers. During the term and for one (1) year thereafter, Client will not, directly or indirectly: (a) solicit or attempt to solicit business from CARDZ3N's customers anywhere CARDZ3N is active or had written plans to be active that is directly competitive with CARDZ3N's business; (b) solicit or attempt to solicit the withdrawal of other customers of CARDZ3N; or (c) induce or attempt to induce CARDZ3N's customers or potential customers to withdraw, cancel, or decrease the amount of business such customers do with CARDZ3N. Client agrees that this non-solicitation clause shall apply whether Client is acting alone, or directly or indirectly as a member of a partnership, as an officer, director of any other corporation, company of any other individuals, or partnership which services, sells or engages in a business in competition with CARDZ3N pertaining to any products or services serving a similar purpose as any product or service developed, manufactured, sold or in the process of development of CARDZ3N during the term of the Agreement.
12.3 Non-Solicitation of Employees. During the term and for one (1) year thereafter, Client will not, directly or indirectly, whether individually for its own account or for any other person, firm, corporation, partnership, joint venture, association, or other entity whatsoever, hire, solicit or endeavor to entice away from CARDZ3N, any person who is or was employed or engaged by CARDZ3N in any managerial, technical, professional, or advisory capacity.
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13. Force Majeure
13.1 Neither party will be liable for any delay or failure in performance under the Agreement (other than payment obligations) to the extent such delay or failure is caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics or pandemics, failure or unavailability of third-party services (including telecommunications, utilities, or internet service providers), failure or unavailability of third-party data providers or card-network systems, or other events of force majeure (each, a "Force Majeure Event").
13.2 The party affected by a Force Majeure Event shall promptly notify the other party in writing and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.
13.3 If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the Agreement upon written notice, and Client shall pay for all Services performed through the effective date of termination.
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14. Notices, Amendments, and General Terms
14.1 Notices. All notices under the Agreement must be in writing and delivered (a) by personal delivery, certified or registered mail, or nationally recognized courier to the addresses designated by each party, or (b) by email to the email address designated by the receiving party (for CARDZ3N, support@cardz3n.com). Notices sent by email will be deemed given when successfully transmitted, provided no bounce-back or similar error message is received. Notices to CARDZ3N should be sent to:
CARDZ3N, Inc.
Attn: Legal Department
4262 Blue Diamond Rd Bldg 102 Ste 191 Las Vegas, NV 89139
Email: legal@cardz3n.com
14.2 Amendments. CARDZ3N may update these online Service Terms from time to time by posting revised terms at https://cardz3n.com/chargebackz3n-terms-condition. Material changes will be communicated via email or prominent notice where practicable, and the "Last Updated" date at the top of these Service Terms will be revised. Continued use of the Services following any such update constitutes Client's acceptance of the revised terms. If Client does not agree to the revised terms, Client may terminate the Agreement in accordance with Section 4.2.
14.3 Entire Agreement. These Service Terms, together with any applicable service application, order form, schedules, and payment authorization, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.
14.4 Assignment. Client may not assign or transfer the Agreement without CARDZ3N's prior written consent, except in connection with a merger or sale of substantially all of Client's assets, provided the assignee agrees in writing to be bound by the Agreement. CARDZ3N may assign the Agreement to any affiliate or successor in interest without consent. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties and their permitted successors and assigns.
14.5 Governing Law and Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-laws rules. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (a "Dispute") will be resolved as follows:
(a) The parties shall first attempt to resolve the Dispute through good-faith negotiation between their designated executives for a period of thirty (30) days from the date on which a party provides the other party with written notice of the Dispute.
(b) If the Dispute cannot be resolved through negotiation, or if the Dispute involves a request for injunctive or equitable relief, either party may submit the Dispute to binding arbitration administered by the American Arbitration Association (AAA) or JAMS under its commercial arbitration rules then in effect. The arbitration will be seated in Las Vegas, Nevada, and conducted by a single arbitrator mutually agreed upon by the parties or, if the parties cannot agree, appointed in accordance with the applicable arbitration rules.
(c) The arbitrator will have the authority to award any remedy or relief that a court of competent jurisdiction could order, including but not limited to monetary damages, specific performance, and injunctive relief, and may allocate the costs of arbitration (including administrative fees and arbitrator compensation) and reasonable attorneys' fees as the arbitrator deems appropriate.
(d) Judgment on any arbitration award may be entered in any court of competent jurisdiction.
(e) Notwithstanding the foregoing arbitration requirement, either party may seek preliminary injunctive or other equitable relief in the state or federal courts located in Clark County, Nevada, if necessary to protect its rights pending the completion of arbitration.
(f) Subject to the arbitration requirement, the state and federal courts located in Clark County, Nevada will have exclusive jurisdiction over any court proceedings related to the Agreement, and each party irrevocably submits to the jurisdiction and venue of such courts and waives any objection based on inconvenient forum.
14.6 Attorneys' Fees. In any action, arbitration, or other proceeding arising out of or relating to the Agreement, the prevailing party (or, if there is no prevailing party, the substantially prevailing party) is entitled to recover its reasonable attorneys' fees and costs.
14.7 Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it enforceable (or, if it cannot be made enforceable, will be deemed deleted), and the remaining provisions will remain in full force and effect.
14.8 Waiver. No waiver of any provision of the Agreement will be effective unless in writing and signed by the party against whom the waiver is asserted. No waiver of any breach or default will constitute a waiver of any other breach or default.
14.9 Relationship of the Parties. The parties are independent contractors, and nothing in the Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between them.
14.10 Additional Services. Upon the written request of Client, CARDZ3N may, at its discretion, perform services in addition to those indicated in the applicable Schedules. Client agrees that such additional services shall be paid for as agreed upon by the parties and governed by the terms and provisions of this Agreement.
14.11 Counterparts; Electronic Signatures. The Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures and electronically delivered signature pages will be deemed original signatures for all purposes.
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15. Contact Information
For questions about these Service Terms or to provide any required notices, please contact:
CARDZ3N, Inc.
Email: legal@cardz3n.com
Phone: 702-623-3528
Website: https://cardz3n.com
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END OF SERVICE TERMS
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ACKNOWLEDGMENT
By signing a service application, order form, or payment authorization that references these Service Terms, or by accessing or using CARDZ3N's Services, you acknowledge that you have read, understood, and agree to be bound by these Service Terms.
