We accept the following credit cards: Visa, American Express, MasterCard, and Discover & Pay Pal. There is no surcharge for using your credit card to make purchases. Please be sure to provide your exact billing address and telephone number (i.e. the address and phone number your credit card bank has on file for you). Incorrect information will cause a delay in processing your order. Your credit card will be billed upon shipment of your order. Your order is authorized when you check out, the final amount may vary when the order is shipped due to out of stock items.
Your receipt of an electronic or other form of order confirmation does not signify ZenDelivery’s acceptance of your order, nor does it constitute confirmation of our offer to sell. ZenDelivery reserves the right at any time after receipt of your order to accept or decline your order for any reason.
ORDER ACCEPTANCE POLICY
Your receipt of an electronic or another form of order confirmation does not signify ZenDelivery’s acceptance of your order, nor does it constitute confirmation of our offer to sell. ZenDelivery reserves the right at any time after receipt of your order to accept or decline your order for any reason.
The date of delivery specified by ZenDelivery is an estimate only. Time for delivery shall not be of the essence of the contract and ZenDelivery shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.
We keep your personal information private and secure. When you make a purchase from our site, you provide your name, email address, credit card information, address, phone number, and a password. We use this information to process your orders, to keep you updated on your orders and to personalize your shopping experience. Our secure servers protect your information using advanced encryption techniques and firewall technology.
To keep you informed about our latest offers, we may notify you of current promotions, specials and new additions to the www.ZenDelivery.com site. You may unsubscribe from our newsletters by following the unsubscribe instructions in any email you receive from us.
We use “cookies” to keep track of your current shopping session to personalize your experience and so that you may retrieve your shopping cart at any time. .
ZenDelivery offers a thirty (30) day money-back refund policy for Membership Fees. These fees may be refunded, by written request to [support email address], if request is received within ten (10) days of purchase.
Upon receipt of refund email within stated period, ZenDelivery has the option of cancellation of the credit card authorization or issuance of full refund in case the funds have been collected.
Failure of notifying ZenDelivery during the trial/refund period shall be taken as a full, complete and final acceptance of the terms of the sale of its goods.
In the event a good is listed at an incorrect price due to a typographical error or error in pricing information, ZenDelivery shall have the right to refuse or cancel any orders placed for goods listed at the incorrect price. ZenDelivery shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, ZenDelivery shall immediately issue a credit to your credit card account in the amount of the incorrect price.
SITE USER CONDUCT
LIMITATION OF LIABILITY
enDelivery, its officers, managers, members, employees, attorneys, or agents shall be liable (jointly or severally) under no circumstances, including but not limited to negligence for any direct, indirect, special, incidental, or consequential damages of any kind. This statement includes but is not limited to the use of goods offered by ZenDelivery, data, and profit loss on any theory of liability which may arise in or out of connection with the ability or inability of the goods offered by ZenDelivery or the materials on the Site. The fact remains true despite the advice given to ZenDelivery or any of its representatives of the possibility of such damages. Limitation and exclusion of incidental or consequential damages may not be applicable to everyone since some states do not allow such. Liability shall be limited to the fullest extent permitted by applicable law if any authority holds any portion of this section to be not enforceable.
DISCLAIMER OF WARRANTY
ZenDelivery disclaims all warranties, expressed or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, or other violations of rights with the fullest extent permissible pursuant to applicable law. No liability or responsibility is assumed for any errors or omissions of the contents in the Site; any corrected defects; any failures, delays, malfunctions, or interruptions in the delivery of the any content on the Site; any losses or damages; or any conduct by users of the site, either online or offline. ZenDelivery does not warrant or represent the use or results of the use of the services or materials on the Site in terms of correctness, accuracy, reliability, or otherwise. The users/clients shall assume the entire cost of servicing, repair or correction..
CURRENT INDEPENDENT CONTRACTOR AGREEMENT
This Agreement (the “Agreement”) is made this June, 2022, by and between ZenDelivery, a Wyoming Corporation, having its principal place of business in Austin, Texas (hereinafter “ZD”) and (hereinafter “Agent”).
WHEREAS ZD is engaged in offering Internet electronic payment services, and food delivery software as service programs and other financial services through websites, stored value card programs, card programs, and stored value cards, including, but not limited to prepaid debit cards and stored value products approved by ZDs financial institutional processor, together with any and all other services or Program offerings ZD may in the future make available, the parties agree as follows:
ZD grants Agent the limited right to represent and sell the Programs to any and all Independent Contractor or Customer in need of its services.
Agent is an independent contractor with ZD and is not an employee, partner or engaged in a joint venture with ZD. Agent is operating at its own risk and expense and is free to exercise its own judgment as to the time, place and manner of performing the services in this Agreement. Agent is solely responsible for its own actions and those of its employees, agents and contractors. Agent shall adhere to the highest standard of honesty, integrity, fair dealing and ethical conduct in all dealings with all Agent Customers and/or ProspectZDe Customers whom it solicits hereunder.
Agent agrees that it has not and will not enter into any business relationship with any person, business, entity or Agent Customer: (i) masquerading as a legitimate business; (ii) employing unethical or illegal methods of doing business; (iii) involved in commercial crimes, illegal gambling, money laundering or racketeering; or (ZD) that’s business violates FinCEN, OFAC or the Patriot Act requirement/regulations, or any state, provincial or federal laws, or the laws of any sovereignty, country or government.
Agent agrees that ZD may refuse to do business at any time with any person, business, entity or Agent Customer that ZD believes, in its sole discretion, that is using the Programs for any illegal, fraudulent or improper purposes, and further agrees that ZD shall not be held responsible or liable to any person, business, entity or Agent Customer for any such action.
Agent shall notify ZD in writing within five (5) business days of the commencement of any material action, suit or proceeding, and of the issuance of any order, writ, injunction award or decree of any court, agency or other governmental instrumentality, involving Agent or any business conducted by Agent.
In the event that Agent elects to develop ZD Marketing Materials for the Programs Agent is soliciting to its Prospective Customers and/or Agent Customers, Agent shall bear all expenses relating thereto.
Agent shall: (i) solicit and promote the Programs within the guidelines as set forth by ZD from time to time; (ii) provide ZD on a monthly basis Prospective Customer and/or Agent Customer leads and lead responses; and (iii) disclose to ZD all material information on Prospective Customers and/or Agent Customers. Agent Customers shall not be considered customers of ZD and shall not solicit, sell or represent the Programs until such time as Agent Customer has been approved by ZD as a Client and has entered into a fully executed Client Agreement with ZD or its Assigns. ZD or Assigns retains the right to not enter into a Client Agreement with any Agent Customer.
During the term of the Agreement and for a period of three (3) years thereafter, (i) ZD shall be Agent’s exclusive provider of any Program offered by ZD, and (ii) Agent agrees that it shall be prohibited from marketing or selling any service that is the same or similar in nature to the Programs offered by ZD through any person, business, entity or third party provider, including but not limited to its own organization.
Agent acknowledges that the Programs are a valuable asset of ZD and that any unauthorized use (as defined herein) will cause ZD irreparable harm and loss. Agent agrees (i) not to adapt, duplicate, copy, recreate, reverse engineer and/or assimilate the services and Programs for use by Agent or any third party; (ii) to exercise the highest degree of care in safeguarding the Programs against loss, theft, or inadvertent or purposeful transfer or disclosure of the Programs to any third party; and (iii) to exercise the highest degree of care in the allowed dealings Agent may have with any Partner or in the authorized usage of the Programs by Agent, directly or indirectly or with any third party. Any acts inconsistent with the above shall constitute an unauthorized use;
This Agreement shall be effective as of the date first set forth above and shall continue in full force and effect for two (2) years and shall terminate on the date which is the second anniversary of the date first set forth above, unless earlier terminated by ZD or Agent. Provided that Agent remains in compliance with the terms of this Agreement, the Agreement shall be renewable at the end of the current term for a successive two (2) year term, unless either party gives written notice of its intention not to renew thirty (30) days before the expiration of the current term.
Agent’s Compensation. See Schedule A for (“Processing Residual Processing Fee”). Compensation will not be paid to the Channel Solicitor in the event any such payment would constitute a violation of applicable federal or state law.
ZD shall pay Agent’s Commission within 30 business days of the end of each month via electronic deposit.
If this Agreement is terminated for any reason, Agent shall be entitled to Residual Payments as set forth and in the amounts defined in Payment Addendum; provided that Agent will not be entitled to Residual Payments if this Agreement is terminated by ZD for a breach by Agent of any section of this Agreement.
Certain Post Termination Rights. Unless a court of competent jurisdiction has ordered that the termination of this Agreement for an Event of Default was legally permissible, ZD agrees to pay Residuals for any Merchant for any period of time during which such Merchant remains with ZD. Program and the total Residual exceeds $50.00 per month.
Residual Payments as set forth in Schedule A shall survive death or disability of the Agent for as long as the Merchant Client and Individual Customers remain Clients of ZD. Payments in such event will be paid to Agent’s surviving spouse. In the event of Agent’s surviving spouse, death all Residual Payments shall be retained by ZD and Agent’s estate shall not be entitled to continued payments.
In the event that either party defaults or breaches any of the provisions of this Agreement, the defaulting party shall have the right to cure said default or breach within a thirty (30) day period after receiving written notice by the non-defaulting party of said default or breach.
The waiver by either party of any default or breach of any provision of this Agreement shall not be construed as a waiver of any subsequent default or breach of the same or any other provision, and failure to exercise any right arising from any default or breach hereunder shall not be deemed a waiver of such right, which may be exercised at any subsequent time. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party whom the waiver is sought to be enforced and shall be effective only in the specific instance and for the specific purpose of which it was given.
Entire Agreement. This Agreement executed herewith constitutes the entire, final and complete agreement and understanding of the parties regarding the subject matter hereof and supersedes and replaces (i) all prior negotiations, (ii) all agreements proposed, (iii) all executed agreements, and (ZD) any/all understandings heretofore made or existing by and between ZD and Agent or their representatives with respect thereto, whether written or oral.
Nothing in this Agreement creates a franchise relationship, fiduciary relationship, joint venture, or partnership relationship.
Amendments. This Agreement cannot be amended, changed or modified for any reason whether oral or written unless such Amendment is in writing and signed by ZD and Client. Each Amendment shall be effective only in the specific instance and for the specific purpose of which it was given.
Severability. Any provision of this Agreement which in any way contravenes the law of any country, state or province in which this Agreement is effective shall, in such country, state or province, as the case may be, to the extent of such contravention of law, be deemed severable and shall not affect any other provision herein or the validity hereof.
Assignment. The rights and obligations of an Agent created under this Agreement may not be transferred, or assigned to a third party, or for the benefit of a third party, either directly or indirectly, without the prior written approval of ZD. ZD may transfer this agreement in its entirety to any entity not prohibited by law.
Non-Disparagement. Agent agrees that during the term of this Agreement and for a period of sixty (60) months thereafter, Agent shall not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, criticize, ridicule or disparage ZD or any subsidiary or affiliate or their respective officers, directors, employees, advisors, businesses or reputations to any indIVidual, person, business, entity, media, press, association, group, Contact, Partner, Client or Agent Customer.
Agent recognizes that in the event of an intentional violation of this Section of the Agreement, monetary damages would be inadequate to compensate ZD. Therefore, Agent agrees and acknowledges that any such violation or threatened violation by a party shall cause irreparable injury to ZD and that, in addition to any other remedies that may be available in law, equity, or otherwise, ZD shall be entitled to obtain injunctive relief against the threatened breach or the actual breach without the necessity of proving actual damages.
Disassemble. Agent unconditionally agrees not to disassemble, decompile, or in any manner tamper with or alter or copy any ZD Software, including but not limited to NxPay. Agent agrees that it will not divulge or disclose or otherwise make available to any third party whatsoever, or make any use whatsoever, copy, or in any way replicate the ZD Software or allow any third party to do the same.
Costs of Enforcement. If any fees or costs are incurred to enforce this Agreement, or if any suit or action is brought to enforce any provision of this Agreement, or for damages for the breach of any of the terms of this Agreement, the prevailing party shall be entitled, at trial and on appeal, if any, to reasonable attorney fees and costs as awarded by the court.
Governing Law, Jurisdiction. This Agreement is and shall be deemed accepted in Texas and interpreted and enforced in accordance with the laws of the State of Texas, applicable to contracts to be made and to be performed entirely within this state. The parties hereto agree that any suit, dispute, or action brought pursuant to this Agreement shall be brought exclusIVely in the Circuit Court for Travis County, State of Texas, or the Federal Court for the District of Texas.
Binding Arbitration. In the event a dispute or claim arises between the parties hereto concerning this Agreement, the parties agree to submit such disputes and/or claims to binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA”). Either party may make a demand for arbitration and such arbitration shall be conducted in Austin, Texas, before a single arbitrator jointly selected by the parties hereto.
No Representation. Agent acknowledges and agrees that no representation or warranty has been made by ZD, its directors, officers, employees, shareholders, agents or contractors regarding the effect upon Agents revenues or profits in the promoting and selling of ZD’s Program. Agent acknowledges and agrees that:
Indemnification. Agent agrees to indemnify and hold harmless ZD, its officers, employees, shareholders, agents or contractors and assigns from and against any and all suits, claims, actions, losses, injuries, damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of or based on Agents negligence, default, or misconduct in the performance of this Agreement or otherwise arising out of or relating to this Agreement.
ZD agrees to indemnify and hold harmless the Agent, its officers, employees, shareholders, agents or contractors and assigns from and against any and all suits, claims, action, losses, injuries, damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising our of or based on ZD’s negligence, default, or misconduct in the performance of this Agreement or otherwise arising out of or relating to this Agreement. Agent shall have no responsibility for the performance of ZD under any agreement that ZD enters into with any Agent Customer.
Notices shall be sent to Address of Record in UDB Agent Portal
Any Notice so given shall be deemed to have been given and received upon the earlier of: (i) the date of actual delivery of such Notice in accordance with the preceding paragraph; (ii) the third (3rd) business day following the date on which such Notice is mailed in accordance with the preceding paragraph; or (iii) the date of transmission when such Notice is sent by telecopier or other form of recorded communication. Any party from time to time by Notice in writing given pursuant to the terms of this Agreement may change its address for the purpose of this Agreement. In the event of actual or threatened disruption of postal service, Notice shall be delivered or sent by telecopier or other form of recorded communication.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.
Agent shall be entitled to the following Compensation and or Commissions, subject to the terms of this agreement, including but not limited to the following.
For Platform Fees: TBD
With respect to each Zendelivery Client, ZD agrees to pay a fee equal 25% in affiliate referral fee which is calculated by taking the base Net Restaurant Fee. That amount is currently $2.00. Therefore the current amount equals $.50 of each order. All other fees and distributions are paid pursuant to the current established Compensation plan associated with UrDeliveryBiz, Inc.
This amount is subject to change on behalf of ZD should market circumstances demand a modification of fees. ZD will provide a minimum of 30 days notice of any such change or modification.
Compensation or Commissions will not be paid to the Agent in the event any such payment would constitute a violation of applicable federal or state law.
Commissions shall be paid within 30 days of receipt.
Commissions can never be stopped absent an issue of breach.
As long as remains processing it is considered.