TERMS AND CONDITIONS
Zingeroo Reward Promotion Terms and Conditions

YOUR PARTICIPATION IN THE ZINGEROO REWARD PROMOTION (THE “PROMOTION”) SERVES AS YOUR WILLFUL ACCEPTANCE OF AND AGREEMENT TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS PROMOTION (THE “TERMS AND CONDITIONS”). DO NOT PARTICIPATE IN THE PROMOTION IF YOU DO NOT AGREE WITH THE APPLICABLE TERMS & CONDITIONS. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION AGREEMENT” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Zingeroo, Inc. (the “Sponsor” or “Zingeroo”) reserves the right to modify these Terms and Conditions, in whole or in part, at any time and in its sole discretion without notice to you, and you waive any right you may have to receive specific notice of any such modifications. These Terms and Conditions are subject to Sponsor’s interpretation, and shall be applied by Sponsor at its sole discretion.

THE PROMOTIONAL PERIOD

The Promotion begins at [12:00am EST] on 4/21/2022 and ends at 11:59pm EST on 09/30/2022 (the “Promotional Period”). Sponsor’s computer is the official clock for the Promotion.

ELIGIBILITY

Participants must be 18 years or older and legal residents of the U.S. Employees of Sponsor and its affiliates, subsidiaries, divisions, fulfillment and advertising and promotion agencies, their immediate family members (spouse, parent, child, sibling, and their respective spouses, regardless of where they reside), and those living in the same household of each such individual, whether or not related, are not eligible. Each participant is limited to a single promotional cash deposit for each Eligible Activity.

The Zingeroo Rewards Promotion is not open to persons who reside in any jurisdiction where Zingeroo is not authorized to do business or where its products and services would be contrary to the securities regulations, or other local laws and regulations of that jurisdiction. This Promotion offer is not transferable. Zingeroo reserves the right to revoke or extend this offer at any time without prior notice.

PROMOTION DETAILS

The Promotion offer is available to all eligible participants who successfully open a Z-Squared Securities, LLC (“Z-Squared”) brokerage account (a “Qualified Account”) during the Promotional Period (a “Qualified Customer”). Qualified Accounts are subject at all times to the terms and conditions of Z-Squared’s Customer Agreement (the “Customer Agreement”). If any of the terms of these Terms and Conditions conflict with any terms of the Customer Agreement, the Customer Agreement shall control unless otherwise expressly stated herein.

A cash deposit in the amount indicated below will be made approximately five (5) business days following the day a Qualified Customer satisfies each of the following activities (the “Eligible Activities”): (1) A cash deposit of $25.00 USD will be deposited into a Qualified Customer’s Qualified Account following successful opening and Z-Squared approval of a Qualified Account (“Account Activity”). Qualified Customer is not required to place any trades prior to claiming cash deposits.

Sponsor’s system records are the official determination of all Eligible Activities. All funds deposited into a Qualified Account pursuant to the Promotion must remain in the Qualified Account (minus any trading losses) for a minimum of 30 days.

The Promotion offer is not transferable, saleable, or valid in combination with other offers. This Promotion offer is not valid for any individual that opened or maintained a brokerage account with Z-Squared at any point prior to the start of the Promotional Period. Zingeroo reserves the right, in its sole discretion, to disqualify any participant for any reason including for not complying with any or all of the terms of these Terms and Conditions or with any of the Agreements found at https://zingeroo.com/disclosure-library/ .

PARTICIPANT DATA AND PRIVACY

Personal information collected in connection with this Promotion will be used in accordance with Zingeroo’s Privacy Policy, available at https://zingeroo.com/privacy-policy/

CONDITIONS OF ENTRY

If, in Zingeroo’s opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of this Promotion, or if any difficulties compromise the administration, security, fairness, integrity, or proper conduct of the Promotion, Zingeroo reserves the right to modify, cancel, or terminate this Promotion, in whole or in part, at any time without notice. In the event of time of war, national emergency, accident, dangerous weather conditions, fire, riot, strikes, lock-outs, industrial disputes, acts of terrorism, epidemic, pandemic, or other matters beyond Zingeroo’s reasonable control, Zingeroo has the right, in its sole discretion, to terminate the Promotion. Prompt notice of such action will be made to eligible participants.

Caution: Any attempt by a participant or any other individual to deliberately undermine the legitimate operation of the Promotion may be a violation of criminal and civil laws and should such an attempt be made, Zingeroo reserves the right to seek damages and/or other remedies from any such person to the fullest extent permitted by law. Zingeroo reserves the right to disqualify participants for any reason at any time.

RELEASE

This Promotion is conducted in English. By participating in the Promotion, participants agree to release, discharge, indemnify and hold harmless Zingeroo, its parent, subsidiaries, affiliates, advertising and promotion agencies, and all of their respective officers, directors, members, managers, partners, shareholders, employees and agents (collectively, “Released Parties”) from any liability or damages which may arise out of participation in the Promotion. All applicable federal, state and local laws and regulations apply. Released Parties are not responsible for incorrect or inaccurate transcription of referral information, or for any human or printing error in these Terms and Conditions or any promotional materials, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer equipment, software, or any other error or malfunction, or any injury or damage to you or any other person’s computer related to or resulting from participation in the Promotion.

GOVERNING LAW

All issues and questions concerning the construction, validity, interpretation, and enforceability of these Terms and Conditions, or the rights and obligations of you and Zingeroo in connection with the Promotion, shall be governed by and construed in accordance with the laws of the State of Massachusetts, without giving effect to any choice of law or conflict of law rules (whether of the State of Massachusetts, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than in the State of Massachusetts.

DISCLAIMER

Participation in the Promotion does not constitute a solicitation of a security or a recommendation to buy, sell, or hold any given security. Zingeroo and Z-Squared do not provide investment advice and do not hereby recommend any security or transaction. This is not an offer or solicitation in any jurisdiction where Z-Squared or Zingeroo is not authorized to do business.

Zingeroo does not offer any warranties, and disclaims all warranties, express or implied, with regard to the Promotion. Zingeroo does not guaranty that its websites will be free of errors or interruptions. Zingeroo reserves the right to correct all typographical and other written errors in connection with the Promotion.

TAX LIABILITY

Participants should consult with their tax advisors about any implications associated with receipt of cash in connection with their participation in the Promotion. Cash earned through participation in the Promotion may be subject to tax liability. Participants are solely responsible for any and all tax liability including disclosure, resulting from usage of, and participation in, the Promotion. Zingeroo does not take responsibility for any taxes related to cash paid to participants hereunder.

BINDING ARBITRATION

In the event of a dispute arising under or relating to these Terms and Conditions (each, a “Dispute”), either you or Zingeroo (each a “Party”) may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other Party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS (formerly known as Judicial Arbitration & Mediation Services) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each Party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the State of Massachusetts. The Parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The Parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.

CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between Zingeroo and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST ZINGEROO ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

MISCELLANEOUS

The invalidity or unenforceability of any provision of these Terms and Conditions will not affect the validity or enforceability of any other provision. In the event that any provision of these Terms and Conditions are determined to be invalid or otherwise unenforceable or illegal, the other provisions will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Zingeroo’s failure to enforce any term of these Terms and Conditions will not constitute a waiver of that provision. Participants agree to waive any rights to claim ambiguity of these Terms and Conditions. Headings are solely for convenience of reference and will not be deemed to affect in any manner the meaning or intent of the document or any provision hereof. Zingeroo reserves the right to revoke or extend this offer at any time.