Zwipe — Terms and Conditions

These Terms and Conditions ("Terms") govern access to and use of the Zwipe platform and related services.

PizzaTech, Inc., doing business as Zwipe, PizzaBox, or PizzaBox AI ("Zwipe," "PizzaBox," "PizzaBox AI," "we," "us," or "our"), provides membership infrastructure, subscription management, branded payment card infrastructure, billing, redemption, rewards, cashback, customer engagement, and related technology services for restaurants and hospitality businesses.

By accessing or using the Zwipe platform, website, APIs, payment products, membership products, branded card products, or related services (collectively, the "Platform" or "Services"), you agree to be bound by these Terms. If you do not agree, do not use the Platform.

1. Platform Overview

Zwipe is a software-as-a-service (SaaS) platform and membership infrastructure provider that enables participating restaurants and hospitality businesses ("Restaurants") to create, manage, and operate subscription, membership, rewards, prepaid, cashback, loyalty, and branded payment card programs.

The Platform may include:

• Subscription and membership program management
• Branded prepaid or stored-value membership cards
• Digital membership cards
• Mobile wallet-compatible cards
• Cashback and reward systems
• Redemption and promotional infrastructure
• Member communication and engagement tools
• Transaction tracking and analytics
• Customer insights and spend analysis
• Payment routing and processing integrations
• Co-branded card experiences
• Digital debit and prepaid card functionality through third-party financial partners

Through the Platform, Restaurants may:

• Design and launch membership programs
• Sell memberships and subscriptions directly to customers
• Issue branded physical or digital membership cards
• Offer cashback, rewards, discounts, or prepaid benefits
• Track member activity, visits, transactions, and redemptions
• Engage members through messages, promotions, and exclusive content
• Operate recurring revenue and prepaid membership models

Zwipe provides technology infrastructure only.

Zwipe is not a bank, money transmitter, payment processor, card network, merchant acquirer, financial institution, or lender.

Any payment cards, prepaid products, stored-value functionality, debit functionality, cashback systems, or related financial services are provided through independent third-party financial institutions, issuing banks, payment processors, and payment network partners.

Zwipe does not directly issue payment cards or hold customer funds unless explicitly stated otherwise in a separate written agreement.

Zwipe does not prepare, sell, deliver, or fulfill food or beverages. All products and services sold through Restaurant programs are solely the responsibility of the Restaurant.

2. Parties and User Types

Restaurants

Restaurants use the Platform to create and manage membership programs, branded card programs, rewards systems, redemption rules, pricing structures, promotional campaigns, and customer engagement workflows.

Restaurants are solely responsible for:

• Membership terms and benefits
• Offer structures
• Reward values
• Cashback programs
• Redemption rules
• Food and beverage fulfillment
• Customer service
• Compliance with applicable laws

Customers / Members

Customers may purchase memberships, subscriptions, or branded membership products from Restaurants and may receive access to rewards, discounts, cashback, prepaid value, or other benefits.

Customers understand and agree that:

• Memberships are offered by Restaurants, not Zwipe
• Any food, beverage, or hospitality products are provided solely by Restaurants
• Cashback, rewards, discounts, or stored-value benefits may be modified or discontinued by Restaurants subject to applicable law
• Certain payment card functionality may depend on third-party issuers, payment processors, banks, or network partners

Third-Party Financial & Technology Providers

Zwipe relies on third-party providers including but not limited to:

• Issuing banks
• Payment processors
• Payment networks (including Mastercard and similar providers)
• Wallet providers
• Fraud prevention providers
• Messaging platforms
• POS providers
• Delivery providers
• Analytics providers

Zwipe does not control and is not responsible for the performance, uptime, security, decisions, policies, approvals, denials, or failures of third-party providers.

Zwipe may suspend or modify certain features if required by a third-party financial institution, payment network, or regulatory requirement.

3. Membership Cards, Digital Debit Cards & Cashback

Zwipe may enable Restaurants to offer physical or digital branded membership cards, including prepaid, stored-value, restricted open-loop, closed-loop, or co-branded card products.

These products may include:

• Monthly or recurring membership perks
• Cashback rewards
• Discounts
• Promotional balances
• Prepaid benefits
• Stored credits
• Member-only access

Card functionality may be limited by:

• Merchant category restrictions
• Merchant ID restrictions
• Geographic limitations
• Expiration dates
• Wallet compatibility
• Issuer limitations
• Fraud-prevention rules
• Applicable laws and regulations

Zwipe does not guarantee uninterrupted card acceptance or wallet compatibility.

Restaurants acknowledge that:

• Card programs may require third-party approval
• Payment network rules may apply
• Certain card features may change over time
• Cashback and rewards are promotional in nature unless otherwise required by law

Customers acknowledge that:

• Membership cards are not traditional consumer bank accounts
• Funds may not be FDIC insured unless explicitly stated by the issuing institution
• Certain balances, rewards, or benefits may expire subject to law
• Cashback and rewards may be modified, suspended, revoked, or limited for suspected abuse, fraud, or misuse

Zwipe reserves the right to suspend, revoke, or limit any card, membership, cashback, or reward functionality in cases involving:

• Fraud
• Abuse
• Chargebacks
• Unauthorized activity
• Suspicious redemption behavior
• Violation of applicable law
• Violation of these Terms

4. Payment Processing & Financial Services Disclaimer

All payment processing and financial infrastructure are provided by third-party financial institutions and payment providers.

Zwipe does not:

• Hold consumer deposits
• Operate as a bank
• Provide financial advice
• Guarantee transaction authorization
• Guarantee card acceptance
• Guarantee cashback availability
• Guarantee uninterrupted payment functionality

All transactions are subject to:

• Network availability
• Issuer approval
• Fraud review
• Merchant acceptance
• Applicable laws and regulations

Zwipe is not liable for:

• Declined transactions
• Processor outages
• Wallet failures
• Card issuance delays
• Chargebacks
• Fraud losses
• Bank decisions
• Payment network interruptions
• Cashback calculation errors caused by third parties

5. Restaurant Pricing & Fees

Restaurant pricing, commercial terms, program structures, and applicable fees are determined through separate custom agreements between Zwipe and each Restaurant or restaurant brand.

Fees, pricing structures, and commercial arrangements may vary based on factors including but not limited to:

• Number of locations
• Membership volume
• Subscriber count
• Card issuance volume
• Transaction volume
• Payment processing volume
• Cashback or rewards structure
• Platform features enabled
• Enterprise integrations
• Custom branding requirements
• Marketing or engagement services
• Support requirements
• Geographic deployment
• Financial infrastructure usage

Applicable fees may include, without limitation:

• Platform subscription fees
• Onboarding or setup fees
• Membership program management fees
• Card issuance or production fees
• Digital wallet provisioning fees
• Replacement card fees
• Transaction processing fees
• Payment network fees
• Cashback or rewards program fees
• Redemption infrastructure fees
• Messaging or communication fees
• SMS or notification fees
• Integration fees
• Enterprise customization fees
• Analytics or reporting fees
• Fraud prevention or risk-management fees
• Chargeback-related fees
• Professional services fees
• Marketing or launch support fees

Certain fees may be charged directly by third-party providers, including issuing banks, payment processors, payment networks, wallet providers, or financial infrastructure partners.

Restaurants agree to pay all applicable fees set forth in their separate commercial agreement with Zwipe.

Unless otherwise stated in a separate written agreement:

• All fees are non-refundable
• Zwipe may suspend Services for non-payment
• Zwipe may update pricing or introduce new fees with reasonable advance notice
• Restaurants remain responsible for third-party processing, banking, and network fees associated with their programs

Additional terms relating to enterprise agreements, revenue sharing, transaction economics, prepaid balances, reserves, fraud controls, or financial infrastructure may be governed by separate agreements between the parties.

6. Redemption, Rewards & Order Fulfillment

Zwipe supports multiple redemption workflows including:

• Membership cards
• Digital wallet redemption
• SMS or email codes
• Branded apps
• POS integrations
• Standalone redemption flows
• Cashback-linked redemption systems

Restaurants remain fully responsible for:

• Reward fulfillment
• Order fulfillment
• Food preparation
• Delivery
• Customer support
• Reward disclosures
• Promotional compliance

Zwipe is not responsible for disputes regarding:

• Food quality
• Order accuracy
• Expired rewards
• Cashback eligibility
• Restaurant participation
• Membership benefit disputes

7. Acceptable Use

Users agree not to:

• Use the Platform unlawfully or fraudulently
• Misrepresent a Restaurant or offering
• Abuse cashback, rewards, or promotional systems
• Engage in fraudulent redemption activity
• Attempt to circumvent transaction or card restrictions
• Access non-public systems
• Reverse engineer or resell the Platform
• Interfere with security or performance
• Send spam or non-compliant communications
• Use the Services in violation of payment network rules or financial regulations

Zwipe may suspend or terminate accounts for violations.

8. Data & Analytics

Zwipe may collect transaction, redemption, engagement, and behavioral data in connection with the Services.

Restaurants retain ownership of their customer relationship data subject to applicable law and third-party provider restrictions.

Zwipe may use aggregated and anonymized data for:

• Product improvement
• Benchmarking
• Analytics
• Fraud prevention
• Industry insights

Restaurants are responsible for obtaining all legally required customer consents.

9. Intellectual Property

Zwipe owns all rights to the Platform, software, technology, workflows, payment infrastructure integrations, branding, and related intellectual property.

Restaurants retain ownership of their trademarks, menus, branding assets, and content uploaded to the Platform.

10. Service Availability & Beta Features

The Platform is provided "as is" and "as available."

Features may change, be modified, suspended, or discontinued at any time.

Beta or experimental features may contain errors or interruptions.

11. Disclaimer of Warranties

To the maximum extent permitted by law, Zwipe disclaims all warranties.

Zwipe does not guarantee:

• Subscriber behavior or retention
• Revenue outcomes
• Transaction approval
• Card acceptance
• Cashback performance
• Wallet compatibility
• Member engagement levels
• Communication delivery rates
• Food quality or customer satisfaction

12. Limitation of Liability

To the maximum extent permitted by law:

Zwipe shall not be liable for:

• Indirect or consequential damages
• Lost profits
• Lost revenue
• Lost data
• Card network failures
• Issuer actions
• Processor outages
• Cashback disputes
• Fraudulent activity
• Unauthorized transactions
• Wallet compatibility issues
• Third-party failures

Total liability shall not exceed the fees paid to Zwipe during the preceding 12 months.

13. Indemnification

Users agree to indemnify and hold harmless Zwipe from claims arising from:

• Restaurant membership programs
• Cashback or rewards programs
• Food preparation or delivery
• Customer disputes
• Violations of law
• Restaurant-created content or communications
• Fraudulent or unauthorized transactions
• Violations of payment network rules

14. Term & Termination

Either party may terminate Services in accordance with the applicable commercial agreement.

Restaurants remain responsible for honoring active member obligations unless otherwise agreed in writing.

Zwipe may immediately suspend or terminate Services for fraud, non-payment, excessive chargebacks, regulatory concerns, or violations of these Terms.

15. Force Majeure

Zwipe is not liable for delays or failures caused by events beyond reasonable control, including payment network outages, banking interruptions, processor failures, cyberattacks, natural disasters, or governmental actions.

16. Assignment

Users may not assign these Terms without prior written consent.

Zwipe may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.

17. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of California.

Disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association.

To the maximum extent permitted by law, users waive participation in class actions or class arbitrations.

18. Changes to Terms

Zwipe may update these Terms at any time.

Continued use of the Services after updates constitutes acceptance of the revised Terms.

19. Contact Information

If you have questions or concerns related to these Terms, please contact us at:

PizzaTech, Inc.

Doing business as Zwipe, PizzaBox, and PizzaBox AI

Email: support@pizzaboxcorp.com

Website: https://zwipe.co