Lzoom Merchant Agreement


Terms of Use of Lzoom Merchant Services
This merchant agreement (the "Agreement ") is a legally binding contract between you ("you" or the "Merchant ") and Fana International ., registered in Saudi Arabia, ("we ", "us " or "Lzoom or Fana International "), each a "party" and together the "parties" to this Agreement. This Agreement is effective upon its acceptance by you.


1. Lzoom Merchant Services

1.1 General Lzoom provides a short code services ("Lzoom Merchant Services ") through which a merchant can accept and receive online subscriptions or purchases from Lzoom end-user customers ("Customers ").
1.2 Customers can use electronic "Credit" in their accounts to make subscriptions or purchases of goods and services from merchants who accept Lzoom payments. Upon submission by a Customer of his or her Customer Account number and the relevant purchase amount through one of the Merchant's websites (the "Merchant Sites " and "Merchant Site" shall be construed accordingly), Lzoom will undertake an online verification of the Customer Account including, without limitation, whether or not the Customer Account balance is sufficient for the transaction and will advise the Merchant of the validity or otherwise of the submission. If Lzoom verifies that the submission is valid, Lzoom will transfer the purchase amount from the Customer's Customer Account to the Merchant's Lzoom account ("Merchant Account"). The purchase amount will be held as pending (in "Escrow") and the Merchant will not be able to withdraw the purchase amount for a period notified to the Merchant by Lzoom and as amended by Lzoom from time to time on the Lzoom website (www.lzoom.com) ("Site") (such period to be a period which Lzoom considers reasonable, given the goods and services offered for sale by the Merchant, in order to allow the Customer time to receive the goods and/or services).
1.3 Modification of the Lzoom Merchant Services You acknowledge and agree that Lzoom may change the operating methods, technical specifications, system and any other functions relating to the Lzoom Merchant Services and update any documents referred to in this Agreement at any time at Lzoom's discretion. Such changes and updates shall, unless otherwise specified in this Agreement, be effective thirty (30) days after notice thereof has been received by the Merchant in accordance with the terms of this Agreement ("Effective Date"). Where Lzoom considers such modifications set out above to be material (i.e. the modifications change the basic conditions of the Agreement and cause the Merchant unreasonable cost increases), and notifies the Merchant of this, the Merchant shall, following such notification, be entitled to terminate this Agreement as at the Effective Date by notifying Lzoom in writing no later than fourteen (14) days in advance of the Effective Date.
1.4 Merchant Fees - The fees Lzoom charges to the Merchant for using the Lzoom Merchant Services are based on the value of each transaction processed by Lzoom on behalf of the Merchant. The relevant fee can be a percentage of the transaction amount or a fixed fee per transaction. These fees can be viewed on the Site when you log into your Merchant Account. You acknowledge that Lzoom may change its fees from time to time by posting such changes on the Site. Fees charged to the Merchant are automatically debited from the relevant purchase price at the time of the relevant transaction.


2. Lzoom'S ETHICAL RULES

2.1 Lzoom has a right to refuse the Merchant access to the Lzoom Merchant Services for any reason including, without limitation, the refusal of access to the Lzoom Merchant Services to Merchants who provide pornography, sexual services, gambling or convey or supply information which is: racist or defamatory; attempts to instigate rebellions; is illegal or unlawful or aims to incite people to break the law; or infringes third party rights. Lzoom shall notify the Merchant in accordance with the terms of this Agreement of its decision to refuse the Merchant access to the Lzoom Merchant Services.
2.2 The Merchant shall only offer goods and services for sale that are available for delivery in the normal course of the Merchant's business and that the Merchant has a legal right to market and sell in all applicable jurisdictions.


3. The Merchant's Commitments

3.1 Obligation to fully perform agreements with Customers The Merchant undertakes to deliver goods or services purchased by Customers through the Lzoom Merchant Services in accordance with the separate agreement between the Merchant and the Customer. You acknowledge and agree that Lzoom is not a party to such agreements, and you shall make it clear to the Customer that you, the Merchant, are the contracting party with the Customer in relation to their purchase of goods or services from you using the Lzoom Merchant Services and that you are responsible for any non-delivery or non-performance or delayed or incorrect delivery or performance of goods or services, including the provision of goods or services of unsatisfactory quality, and that any complaints relating to any Customer's purchase of goods or services from the Merchant using the Lzoom Merchant Services shall be addressed to the Merchant, not to Lzoom.
3.2 Obligation to follow Lzoom's instructions The Merchant shall adhere to this Agreement and the documents referred to herein, and shall, if necessary, update all necessary technology and software, at the Merchant's sole cost and according to Lzoom's instructions, within thirty (30) days of being notified by Lzoom of the need to do the same. The Merchant shall, furthermore, comply with all applicable laws and regulations including, without limitation, all applicable marketing and consumer laws and regulations, and the Merchant shall ensure that it does not carry out any act or make any omissions which could harm Lzoom's reputation or the reputation of the Lzoom Merchant Services.
3.3 Marketing of Lzoom The Merchant shall ensure that information about Lzoom is provided on the Merchant Sites and that the purchase of all goods and services offered for sale on the Merchant Sites can be made using the Lzoom Merchant Services. The Merchant shall also display links to the Site and icons relating to Lzoom on the Merchant Sites in accordance with Lzoom's instructions provided to the Merchant from time to time. The Merchant shall also provide on the Merchant Sites a link to details of the Lzoom Merchant Services.
3.4 Right to information about the Merchant The Merchant acknowledges and agrees that it shall provide, on Lzoom's request, information about its financial standing, its ownership structure, the identity of its board members and any other information which Lzoom (in its sole discretion) considers necessary. Lzoom also has the right, on its own or through a third party, to conduct investigations about the Merchant.


4. Lzoom's Commitments

4.1 Functionality Lzoom is responsible for maintaining the Lzoom Merchant Services, including the security and functionality of the Lzoom Merchant Services, in accordance with this Agreement and Lzoom's internal guidelines. Lzoom shall, furthermore, provide such material that it reasonably considers the Merchant needs to implement the Lzoom Merchant Services.
4.2 Payment Guarantee Funds which are deposited into a Customer Account are valid as payment for goods and services on the Merchant Sites. Such funds shall, after the deduction of Lzoom's applicable fees, be immediately noted in Lzoom's central database as being held on behalf of the Merchant. The Merchant acknowledges and agrees that it is not entitled to any interest on funds held by Lzoom on behalf of the Merchant.


5. Payment Conditions

5.1 Payment Funds held by Lzoom for the Merchant shall, after deduction(s) for: (i) applicable fees; (ii) other claims Lzoom may have against the Merchant; (iii) requirements for maintaining a minimum balance; (iv) requirements to hold funds in Escrow, be transferred to the Merchant Account on a regular basis and, once transferred to the Merchant Account, the Merchant may, at any time, transfer the funds to its appointed bank account. The Merchant acknowledges and agrees that Lzoom may deduct such fees and other amounts, as set out in this Section (and otherwise in this Agreement) from any balance in the Merchant Account.
5.2 Reversal of transactions Refunds and disputed transactions shall always be resolved between the Customer and the Merchant. Lzoom will not enter into any dispute between the Customer and the Merchant. Lzoom may agree, in its sole discretion, to make a refund and only then to the Customer Account from which the original transaction was debited.
5.3 Reporting Merchants may check their Merchant Account transaction history and account statements by logging into their Merchant Account on the Site. Lzoom may offer such other optional reports for merchants as advised by Lzoom on the Site from time to time.


6. Intellectual Property Rights

6.1 General Lzoom, its affiliates and its licensors own all intellectual property rights in relation to the Lzoom Merchant Services. The Merchant is not entitled, without Lzoom's prior written consent (except as permitted in accordance with this Agreement), to use trademarks, product names or logotypes relating to the Lzoom Merchant Services for any other purpose than to inform Customers of the fact that the Merchant accepts Lzoom as a payment & Delivery solution and, otherwise, in accordance with this Agreement and any documents referred to herein.
6.2 Marketing Lzoom and its affiliates are entitled to refer to the Merchant and the Merchant's business activities when marketing Lzoom Merchant Services and when providing information to Customers.
6.3 Personal information The Merchant is not entitled to access personal information that Lzoom and/or its affiliates process in connection with a Customer's use of the Lzoom Merchant Services. The Merchant will collect such personal information that Lzoom considers necessary in accordance with Lzoom's instructions from time to time in order to operate the Lzoom Merchant Services. The Merchant may only process such personal information for this specific purpose and in accordance with Lzoom's instructions. The Merchant shall undertake such technical and organisational measures as are appropriate in order to protect the security and confidentiality of such personal information processed by the Merchant.


7. Confidentiality

The parties undertake, during the term of this Agreement, and thereafter, not to disclose to any third party or to use, other than in accordance with this Agreement, on their own behalf or on behalf of a third party, any information that a party has received from the other party and which relates to the other party's activities (including, in relation to Lzoom and without limitation, any information relating to Lzoom's affiliates or Customers). A party shall immediately, upon request by the other party, return all confidential information relating to the other party (including, in relation to Lzoom, any information relating to Lzoom's affiliates or Customers) that has been received under this Agreement.


8. Force Majeure

Each party shall be relieved from liability for failure to perform any obligation under the Agreement if the failure to perform is caused by a circumstance which is beyond the control of that party (the "affected party"). An "event of force majeure" is, inter alia, acts or omissions of authorities, new or amended legislation, labour market disputes, disturbances in public transport systems or in telecommunication networks or any other public communication networks, blockades, fires, floods and major accidents. The affected party desiring to invoke an event of force majeure shall immediately notify the other party (the "non-affected party") thereof. The non-affected party is entitled to terminate the Agreement immediately on notice to the affected party if the performance by the affected party of an obligation is delayed for more than three (3) months as a result of an event of force majeure.


9. Limitation Of Liability

Lzoom shall only be liable to the Merchant for direct damages incurred by the Merchant due to Lzoom's gross negligence and/or fraud. Lzoom's liability for damages or losses, if any, does not include any special, consequential or indirect loss, any loss of profit or any losses due to or resulting from the non-fulfillment of an agreement with a third party. Nor shall Lzoom be responsible for any damage or loss caused by Lzoom having blocked the Lzoom Merchant Services to the Merchant in accordance with this Agreement or otherwise having blocked a Customer's access to their Customer Account.


10. Termination

10.1 Terms of the Agreement This Agreement may be terminated by either party on giving one (1) month's notice of its intention to terminate to the other party.
10.2 Termination for cause A party is entitled to immediately terminate the Agreement in writing if the other party:
(a) commits a material breach of any provision of this Agreement and fails to fully remedy such breach within a reasonable time after having been requested to do so in writing by the other party; or
(b) is declared bankrupt, goes into liquidation or becomes insolvent.
10.3 Lzoom may immediately terminate the Agreement or, at its own discretion, immediately close down the Lzoom Merchant Services to the Merchant (including, without limitation, closing the Merchant's Merchant Account), if:
(a) a payment institution or a public authority so requests;
(b) the Merchant carries on business contrary to applicable laws or regulations, good market practice or Lzoom's ethical rules or is otherwise in breach of this Agreement;
(c) the Merchant is subject to a high amount of claims with respect to goods or services rendered; or
(d) Lzoom believes that the Merchant has provided incorrect, misleading or incomplete information of material importance to Lzoom.
10.4 In the event that Lzoom has closed the Lzoom Merchant Services to the Merchant in accordance with the terms of this Agreement, the Merchant can, upon written request to Lzoom, request that the Lzoom Merchant Services be made available to the Merchant once again, and Lzoom, at its sole discretion, may agree to do so. Lzoom shall notify the Merchant in accordance with the terms of this Agreement if it closes down access to the Lzoom Merchant Services to the Merchant and/or closes the Merchant Account.


11. Notices

11.1 Any notice to Lzoom shall be made by email to Lzoom and shall be deemed received by Lzoom when Lzoom sends you an email to confirm receipt of your email.
11.2 Any notice to Merchant from Lzoom shall be made by email to the email address set out in your Merchant contact information in your Merchant Account or by way of notice on the Welcome page of your Merchant Account. Such notice, if sent by email, shall be deemed received by you 72 hours after the time that the email was sent or, if posted on the Welcome page of your Merchant Account, at 9 am on the day after the date of the posting (as applicable).


12. Amendments

You acknowledge and agree that Lzoom may make amendments to this Agreement from time to time. Lzoom shall endeavour to give you notice of any amendment to this Agreement that materially increases your obligations or materially decreases your rights under the Agreement ("Substantial Amendment") by posting a notice of such Substantial Amendment in the inbox of Alert system on Merchant Login Page of your Merchant Account; such notice shall be available for you to review when you log into your Merchant Account on the Site. You acknowledge and agree that Lzoom may, at its sole discretion and without liability, make amendments to this Agreement that are not Substantial Amendments at any time with immediate effect on posting a revised version of the Agreement on the Site. Lzoom shall endeavour to give you notice that a revised version of the Agreement has been posted on the Site by posting a notice on the the alert system inbox of the merchant of your Merchant Account.


13. Miscellaneous

13.1 Severability If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
13.2 Release of data Merchant hereby authorises Lzoom to release transaction receipts and any data or other information relating to transaction receipts to any agent of Lzoom or any other party as is reasonably necessary for the purpose of fulfilling Lzoom's obligations under this Agreement, its obligations under any applicable law or for the purpose of detection or investigation into fraud or other criminal or illegal activities.
13.3 Set off Lzoom may set off against any obligation of the Merchant any amounts owing by Lzoom to the Merchant on any account whatsoever whether or not such sum is immediately due and payable. Merchant is not entitled to set-off any liabilities of Lzoom under this Agreement against any funds due and payable by the Merchant to Lzoom under this Agreement.
13.4 Trademarks The Merchant hereby grants to Lzoom and its affiliates a non-exclusive, royalty-free licence to use, display and reproduce Merchant's trademarks, service marks and logos ("Merchant's Trademarks") solely for the purpose of listing the Merchant on the Site in the effort of promoting the Merchant's goods and / or services. The Merchant's Trademarks shall be used in accordance with such reasonable policies as may be provided by Merchant to Lzoom from time to time. Lzoom or its affiliates (as applicable) are the proprietors and beneficial owners of all rights to the registered and unregistered trademarks "Lzoom", "Lzoom", "LzoomMall" and "LzoomCard" and www.lzoom.com
13.5 Transfer of rights and obligations The Merchant hereby grants Lzoom the right and irrevocably acknowledges and agrees that Lzoom may at any time transfer all or any part of its rights, benefits, obligations or liabilities (whether express or assumed) under this Agreement to any of its affiliates without requiring Merchant's further specific agreement. Lzoom shall endeavour to provide notice to the Merchant of any transfer by way of a posting on the Site. Merchant may not at any time, without the prior written consent of Lzoom, transfer all or any part of its rights, benefits, obligations or liabilities (whether express or assumed) under this Agreement without the prior written consent of Lzoom.
13.6 The Parties' independence Nothing in this Agreement shall constitute, or shall be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party the agent of any other party for any purpose. No person who is not a party to this Agreement shall have any rights to enforce any term of this Agreement other than in relation to a person under Section 13.6 who is a permitted successor or assignee of the rights and benefits of Lzoom.
13.7 Waiver Any failure by a party to exercise its rights under this Agreement or to notify a certain circumstance pertaining to the Agreement shall not be deemed or construed to constitute consent or a waiver in that respect.
13.8 Duty to inform The parties shall immediately inform the other party of any circumstances affecting the parties' co-operation and obligations under the Agreement, including changes in a party's business. Each party shall participate in such meetings, requested by the other party, which are reasonable and necessary for the fulfilment of the parties' commitments under the Agreement.
13.9 If this Agreement is translated into any language other than English, including on the Site, in case of any discrepancy or question of interpretation the English version shall prevail.


14. Disputes

14.1 This Agreement shall be construed in accordance with and be governed by the laws of Kingdom of Saudi Arabia.
14.2 If any dispute, claim, controversy or difference (including in relation to any tortious or statutory claim) ("Dispute") arises out of or in connection with or in relation to this Agreement, then the parties shall first attempt amicably to settle the Dispute through good-faith negotiations over a period of thirty (30) calendar days commencing on the date that a party first sends to the other party a written notice of the Dispute. In the event that a Dispute has not been settled amicably by the relevant parties by the end of such thirty (30) calendar day-period, the parties hereby agree that the Dispute shall be referred to and finally resolved by binding arbitration as set out below, under the Arbitration Rules of the Dubai International Financial Centre - London Court of International Arbitration ("LCIA"), whose rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The parties to the arbitration shall seek to agree on a sole arbitrator to be nominated to the LCIA court for appointment. If the parties to the arbitration fail to nominate a sole arbitrator within thirty (30) days from the date of the referral to the LCIA (or such greater or lesser period as may be fixed by the LCIA), the sole arbitrator shall be appointed by the LCIA. The seat or legal place of the arbitration shall be the Dubai International Financial Centre in Dubai, UAE. The arbitration proceedings shall be conducted in the English language and the award shall be in English.
14.3 Notwithstanding the foregoing, Lzoom may seek an injunction in any jurisdiction, or take other legal action as regards the Merchant's obligation to pay fees due and payable to Lzoom.