Terms & public offer

TERMS OF ONLINE PAYMENT SERVICES

Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation to making and receiving online payments. You will be asked to agree to these terms and conditions before making or receiving any payments.

These terms and conditions are available in the Azerbaijani and English languages. You should print a copy of these terms and conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.

These are Terms (hereinafter called “Terms”) concluded between

You (hereinafter called “you”, “You”, “user”, “User” or “Client”) and

Us – Global Innovations LLC, a limited liability Epoint.az incorporated in Azerbaijan Republic (Tax Identification Number 2002891201, hereinafter called “we”, “We”, “Epoint.az”).

1. Subject

1.1. We provide an online platform for Clients to make and receive payment.

1.2. You may use this Platform to make your payments to a specific bank account of our user or receive your public payments.

2. Use of the Platform

2.1. Epoint.az grants you a limited, non-exclusive, non-transferable, and revocable license to use the Platform subject to the terms and restrictions set out in these Terms.

2.2. To use the Platform, you will need to register and create an account with a username and password.

2.3. You must provide accurate and complete information and must update the account information as needed to keep the information accurate and complete. We do not screen your Activity from our name or endorse any user content on the Website.

2.4. We may offer additional services, including helping with drafting information on your Activity, assisting with the design of such information of your Activity, and referring our users and other service providers to you. Any such services will be subject to a separate Terms between you and us. If we choose so, in which case we will notify you and agree the terms of such services beforehand. Even where we help with your Activity, you bear sole responsibility for your Activity and must comply with all obligations in the Terms as the only responsible party for the Project.

2.5. The Client may not:

a) impersonate anyone else;

b) choose a username that may offend someone or violate any individual’s rights;

c) take any action that infringes or violates rights of other people or companies, violates the law, or breaches any contract or legal duty you may have toward any party;

d) distribute unsolicited or unauthorized advertising or promotional material, or any junk email, spam, or chain letters; run email lists, listservs, or any kind of autoresponder or spam on or through the Platform.

e) distribute software viruses or any other programs designed to interfere with (1) the proper function of any software, hardware, or equipment on the Site or (2) the use of the Platform by any other user.

f) bypass any measures that Epoint.az has put in place to secure Platform or Services, take actions to gain unauthorized access to any system, data, passwords, or other Platform or User information or Services, reverse engineer or take apart any aspect of the Services to access any underlying information, or use any kind of software to “crawl” or “spider” any part of the Platform;

g) include in your Activity any information or request, or use the financial means obtained from our Services for the purpose of funding payments to any officer or employee of a governmental authority, or any person controlled by a governmental authority, or any political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving money, or anything else of value, to any person in violation of any anti-corruption laws of applicable law.

h) include in your Activity any information or request, or use the financial means obtained from our Services for the purpose of funding payments to any person, representative or employee or any other person controlled of a terrorist organization defined as such in the applicable law, or anyone else suspected as acting for purposes of terrorism, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving money, or anything else of value, to any person in violation of any anti-terrorism laws of the applicable law, for the purpose of funding, financing or facilitating any activities, business or transaction of or with any person who may be defined as terrorist, or in any sanctioned country or in any manner that would result in the violation of any sanctions applicable to any Party thereto.

2.6. If the Client suspects or discovers any unauthorized use of its account, it shall notify Epoint.az immediately.

2.7. Epoint.az is not responsible for any loss of information.

2.8. The Epoint.az may remove user Content that violates the Terms at its sole discretion. Removing user Content or terminating an account is not an action Platform takes lightly, and it may take a while to investigate and determine if user Content or an account should be removed. It is at Epoint.az’s sole discretion whether to discuss the reasons regarding the removal of user Content including the termination of any Activity.

3. The Client’s Activity on Platform

3.1. No terms of the Activity may be changed after the submission of the relevant Application Form, unless approved by Epoint.az after careful consideration at the request of the Client. Any prolongation of the Activity term may be made with the consent of Epoint.az.

3.2. The funds accumulated from the Payments shall be transferred to the Client not later than the end of each subsequent month, subject to applicable Service Fee as set out in the clause 5 of these Terms.

4. Payments

4.1. All Price Payments amounts are stated exclusive of VAT, unless the context requires otherwise.

4.2. The Client may issue an invoice, for the Payment, to the user making the payment at any time if the user requires so.

4.3. Payments must be paid by credit or debit card including a Visa or MasterCard in accordance with the instructions on the Application Form or using such other method as the Platform may agree to in writing from time to time.

4.4 There may be a delay for Epoint.az’s remittance of Prices to the Client for a number of reasons including, but not limited to, refunds, chargeback disputes, fraud, these Terms or other policy violations, or any other situation. For example, Platform may withhold the funds received from Payments if the Client violates any terms of this Terms.

5. Service Fee

Epoint.az charges a service fee based on the list provided below from the proceeds generated from customer sales:

Payments with any Visa and MasterCard cards issued by Azerbaijani banks - 3%

On payments with any Visa and MasterCard cards issued by foreign banks - 3%

Apple Pay and Google Pay tokenized payments - 3.5%

On payments with "Kapital Bank" OJSC installment cards:

2 installments - 4%

3 installments - 5%

6 installments - 9%

9 installments - 12%

12 installments - 15%

18 installments - 20%

On payments with "International Bank of Azerbaijan" OJSC installment cards:

2 installments - 3%

3 installments - 4%

6 installments - 7%

9 installments - 10%

12 installments - 13%

18 installments - 20%

24 installments - 26%

6. Taxes

Taxing authorities may classify the funds of Payments as taxable income to the Clients and any beneficiary who will receive funds directly from the applicable Payment. Epoint.az may ask for the identification documents, documents confirming address, tax identification number (TIN) of all Clients and any beneficiaries so that Epoint.az may report taxable income to the relevant taxing authorities. Epoint.az will provide Clients with a tax document if required by the relevant taxing authorities. Platform is unable to provide any Client or third party with tax advice and suggests that such Client or third parties consult with tax advisors of their choice.

7. Warranties

7.1. The Client warrants to Epoint.az that it has the legal right and authority on Intellectual Property that may be included in the Client’s Activity.

7.2. The Client also warrants to Epoint.az:

a) that it has the legal right and authority to enter into and perform its obligations under the Terms;

b) that it will perform its obligations under the Terms with reasonable care and skill; and

c) in case the Client is a physical person, (i) it is a citizen of Azerbaijan Republic or holds permanent stay permit in this country and (ii) it is over 18 years old;

d) the Client warrants that the account number it has presented for Payments is a business account and Epoint.az does not bear any liability on this matter.

7.3. The Client acknowledges that complex Platform is never wholly free from defects, errors and bugs, and the Platform gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs.

7.4. Parties shall keep confidential the information, which is defined as personal information or commercial secret under the law, that they become aware in the course of these Terms.

7.5. All of the parties' warranties and representations in respect of the subject matter of the Terms are expressly set out in the terms of the Terms. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Terms will be implied into the Terms.

7.6. In the event of substantiated cases and presented grounds by the user who has made the payment, Epoint.az at its sole discretion may choose to return the Payment to that user.

8. Intellectual Property

8.1. Platform’s Services, content and marks, are legally protected in a number of ways, including pursuant to copyright, trademark, patent, trade secrets, and other laws of the Republic Azerbaijan and international intellectual-property laws ratified by Azerbaijan. The Client agrees to respect all copyright and other legal notices, information, and restrictions contained in any content, Services, or marks accessed through the Website or the Services. Client agrees not to change, translate, or otherwise create derivative works of the Services.

8.2. Platform grants the Client a limited license (that is temporary, non-exclusive, non-sublicensable, and non-transferrable) to access and use the Platform and relative content solely for use of the Services in accordance with these Terms. Client may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any content or other information unless Epoint.az gives the Client express written permission to do so. Epoint.az reserves the right to revoke this limited license to access and use User Content and Epoint.az’s Content at any time and in our sole discretion.

9. Limitation of Liability

9.1. Client is aware that it is solely responsible for fulfilling the obligations of its Activity. If the Client is unable to perform on this, or any of Client’s legal obligations, it may be subject to legal action by a user of the Platform.

9.2. Nothing in these Terms shall:

a) limit or exclude the liability of a Party for fraud or fraudulent misrepresentation by that party;

b) limit any liability of a party in any way that is not permitted under applicable law; or

c) exclude any liability of a party that may not be excluded under applicable law.

9.3. The limitations and exclusions of liability set out in this Clause 9 and elsewhere in these Terms govern all liabilities arising under the Terms or in relation to the subject matter of the Terms, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

9.4. The Platform or Services may be unavailable for scheduled maintenance and other reasons, including unplanned outages and other malfunctions. Epoint.az is not responsible if the Platform or Services are unavailable, or if Client loses any data, information, or User Content for any reason.

9.5. The Platform shall also not be liable to the Client for:

a) any loss of profits, income, revenue, use, production or anticipated savings, loss of business, contracts or commercial opportunities;

b) any loss of or damage to goodwill or reputation;

c) any loss or corruption of any data, database or software;

d) any losses arising out of a Force Majeure Event.

9.6. Client agrees to defend, indemnify and hold harmless Epoint.az, Epoint.az’s subsidiaries and affiliated companies, and Epoint.az officers, directors, employees, partners, contractors, representatives, agents, and third party providers from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys' fees and costs) and all amounts paid in settlement arising from or relating to, breach of the terms of the Terms or violation of any applicable laws. Epoint.az reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any matter for which Client has agreed to indemnify the Epoint.az and Client agrees to assist and cooperate with the Epoint.az as reasonably required in the defence or settlement of any such matters.

9.7. The Epoint.az’s aggregate liability to the Client under the Terms will not exceed the greater of:

a) 100.00 (one hundred) Manats; and

b) the total amount paid and payable by the Sponsor to the Client under the Terms.

10. Termination

10.1. The Client may terminate the Terms at any time before submission of the information about its Activity using the Client’s account interface on the Platform.

10.2. Epoint.az may terminate by giving written notice of termination to the Client anytime before a Payment.

10.3. Either party may terminate the Terms immediately by giving written notice to the other party if the other party commits any material breach of any term of the Terms, and:

a) the breach is not remediable; or

b) the breach is remediable, but the other party fails to remedy the breach within 1 day of receipt of a written notice requiring it to do so.

10.4. Either party may terminate the Terms immediately by giving written notice to the other party if:

a) it is discovered that at the time of entering into this Terms the other Party did not have legal right and authority to enter into and perform its obligations under this Terms.

b) the other party:

i) is dissolved;

ii) ceases to conduct all (or substantially all) of its business;

iii) is or becomes unable to pay its debts as they fall due;

iv) is or becomes insolvent or is declared insolvent; or

c) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

d) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or

e) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

11. Effects of Termination

11.1. Upon termination of the Terms, all the provisions of the Term will cease to have effect, save that the provisions of this Clause 11 of the Terms will survive and continue to have effect (in accordance with its terms or otherwise indefinitely).

11.2. If the Terms are terminated under Clause 10.3 or 10.4 then the Epoint.az shall have no obligation to pay the Price Payments to the Client.

11.3. Except as specified otherwise in these Terms, the Epoint.az's obligation to pay the Payments to the Client shall continue following the termination of the Terms.

11.4. Except as specified otherwise in these Terms, termination of the Terms shall not affect either party's accrued liabilities and rights as at the date of termination.

11.5. The termination of the Platform account of Client does not automatically result in deletion of user content. Epoint.az may need to retain certain information as required by law or as necessary for Epoint.az’s business purposes.

12. Notices

12.1. Any notice given under the Terms must be in writing and must be delivered personally or sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant address given below (or as notified by one party to the other in accordance with this Clause).

12.2. A notice will be deemed to have been received at the relevant time set out below (or where such time is not on a Business Day, at the start of the next Business Day after the relevant time set out below):

a) where the notice is delivered personally, at the time of delivery;

b) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

13. Governing Law and Dispute Resolution

13.1. Epoint.az is based in the Republic of Azerbaijan. The Terms and the relationship between you and Epoint.az shall be governed in all respects by the laws of the Republic of Azerbaijan.

13.2. All claims, disputes or controversies arising under, out of or in connection with these Terms shall be resolved by conducting good faith negotiations amongst themselves. If the parties hereto are unable to resolve the matter following good faith negotiations within 30 days of the notice of one Party about such claim, dispute or controversy, the matter shall thereafter be resolved by courts of the Republic of Azerbaijan.

14. The Terms’ Legal Force and the Term

14.1. The Terms shall come into force upon the submission of the Application Form by the Client, following the Client’s acceptance of the terms and conditions of these Terms by agreeing it online.

14.2. The Terms are constructed in Azerbaijani and English languages. In case there is discrepancy between languages, Azerbaijani text shall prevail.

14.3. The Terms shall continue in force until the date by which all obligations of the Parties are duly executed, unless terminated earlier in accordance with provisions of this Terms.

15. Miscellaneous

We may modify or discontinue the Services at any time, in our sole discretion. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

16. Definitions

For the purposes of this Terms following definitions shall be applied:

"Terms" means the Terms between the Client and the Epoint.az made under these terms and conditions, and any amendments to that Terms from time to time;

"Platform" means the web site or online platform which provides a medium for online sales of goods, which is owned and operated by the Epoint.az;

“Content” means all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or Content, including the selection and arrangements thereof offered through the services as defined in this Terms;

"Price Payments" means the amount payable by an investor to the Seller in relation to the project as defined in this Terms;

"Defect" means a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of an incompatibility between the Platform and any other system, application, program or software not specified as compatible in the specification of the Platform;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Services” means services provided with the use of the Platform as a platform as well as other services of the Platform so forth in this Terms;

"Software" means the module, widget or other software to be developed through the Project;

"Buyer" means the individual, partnership or corporate entity identified who has demonstrated its will to buy the goods on Sale;

"Activity" means, services provided presented by the Client on the Platform in relation to the Clients activity out of the Platform in exchange of which the Clients are eligible for payments from their customers;

"Payment" means the payments of the users of Platform made on the Platform for Clients;