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Merchant Terms and Conditions

v2.0 (15 July 2021)
Private & Confidential
ePOP AI – Merchant Terms and Conditions
  1. About us
    1. Company details. ePOP AI Inc. (we and us) is a company registered in the State of Delaware and our registered office is at 251 Little Falls Drive, Wilmington, Delaware 19808-1674. Our main trading address is 85 Broad St, 17th Floor, NY, 10004. We operate the website epoppay.com and brand e.pop.
    2. Contacting us. To contact us, telephone our customer service team at +1-646-960-6460 or email us at support@epoppay.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2
  2. Our contract with you
    1. Our contract. These terms and conditions (Terms) apply to your subscription to receive our Services (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate. They may be updated and/or supplemented by us from time to time
      and the latest version of the Terms (and any supplemental terms applicable to additional Services) will be made available to you.
    2. Approvals and consents. We each warrant and represent that we have all necessary rights, approvals, permits and consents to enter into and perform the Contract, and to grant the rights and licences referred to in it.
    3. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
  3. Service Subscription

    1. Signing up. Please follow the onscreen prompts to subscribe. You may only apply using the method set out on the site. Your application is an offer by you to subscribe to the services specified, for instance Digital Receipts, Offers and Advertising and associated support services available from us from time to time (Services) subject to these Terms.
    2. Correcting input errors. Our subscription process allows you to check and amend any errors before submitting your application to us. Please check the application carefully before confirming
    3. Acknowledging receipt of your application. After you submit your application, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your application has been accepted.
    4. Accepting your application and subscription. Our acceptance of your application takes place when we send an email to you to accept it (Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.
    5. Services subject to the Contract and Change to Services: The Contract will relate only to those Services confirmed in the Confirmation or confirmed at a later date through our service dashboard (Dashboard). We will update the Dashboard to reflect different Services available from us from time to time (and any terms which will be supplemental to these Terms and also form part of the Contract.
    6. If we cannot accept your application. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your application. If you have already paid for the Services, we will refund you the full amount.
  4. Cancelling your subscription

    1. To cancel the Contract (where relevant, at the end of any subscription period), you must
      complete the cancellation form https://merchants.epoppay.com/merchant/membership-plan/cancel on our website or directly on the e.pop application that provides Services. A link
      to the website cancellation form will be included in our Order Confirmation. We will notify
      you to confirm we have received your cancellation.
    2. If you cancel the Contract, you will not be responsible to pay subscription fees for future
      periods following the subscription period.
  5. Our services

    1. Descriptions and illustrations. Any descriptions or illustrations on our site or the Dashboard are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
    2. Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your application in all material respects.
    3. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially adversely affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
    4. Time for performance. We will use reasonable endeavours to provide the Services in a
      timely manner but failure to perform the Services by any particular date(s) will not give you
      the right to terminate the Contract or claim damages or other compensation from us.
  6. Your obligations
    1. It is your responsibility to ensure that
      1. the terms of your application are complete and accurate;
      2. you cooperate with us in all matters relating to the Services, including in respect of maintaining appropriate and necessary technical interfaces and ensuring availability of all relevant historic and new POS data to maximise the benefits to you of our
        Services and to your and our end customers;
      3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      4. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      5. you have in place and maintain a suitable contract with your POS system provider
      6. you ensure that your relevant ERP and/or POS systems with which the Services are required to interface remain operational and, in the event of any downtime or issue, that you ensure that we are provided with data that would otherwise become available to us during the period of downtime or issue;
      7. you recognise digital receipts provided as part of our Services, as if they were paper or such other receipts issued in connection with your business;
      8. you maintain through the Dashboard accurate merchant information, logo, required custom settings (e.g. return/exchange policies, warranty policies, offers and cashback conditions, inventories applicable to offers/cashbacks, receipt templates etc);
      9. you only use information and data made available to you in connection with receipt of our Services for your internal business purposes and do not otherwise use, copy, modify or distribute any such information and data; and
      10. you comply with all applicable laws.
    2. You agree that you will not sublicense, copy, reproduce, display, sell, resell, rent, lease or modify the Services, or any portion thereof, or use the Services as a component of services prepared for commercial or non-commercial use, or operate any time-sharing arrangement,
      service bureau or similar activity for any third-party. You agree that you will not allow any third party or unlicensed user or computer system to access or use the Services, except that you may grant access to the Services and your information associated therewith to your
      professional accounting and legal advisers, auditors, governmental supervisors, and regulators who reasonably require access thereto solely in connection with their review and/or supervision of your business. You agree not to demonstrate or disclose the Services, or the results of any testing of the same, to any third parties without our prior written permission. You agree that you will not reverse engineer, de-compile, modify in any way, or create derivative works from the Services, or any portion thereof. You will not access the Services in order to (a) build a competitive product or service; or (b) copy any ideas, features, functions, or graphics of the Services. You will not authorize or encourage any third party to take any action prohibited herein.
    3. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation (Your Default):
      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 13 (Termination);
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  7. Charges
    1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.
    2. The Charges are the prices quoted on our site at the time you subscribe or otherwise notified to you from time to time. They may include subscription fees, per transaction fees, data analytics fees and any other fees as made known to you in advance in connection with
      relevant Services from time to time.
    3. If you wish to change the scope of the Services after we accept your application, and we agree to such change, we will modify the Charges accordingly.
    4. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
  8. How to pay
    1. Payment for the Services is in advance unless stated otherwise on our site. We will take your first payment upon acceptance of your subscription and will take subsequent payments monthly in advance.
    2. We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a USD20 administration fee will be levied.
    3. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
      Interest under this clause 8.3 will accrue each day at 4% a year above the Federal Funds Rate rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    4. We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  9. Intellectual property rights
    1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
    2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free license during the term of the Contract to copy any deliverables of our Services for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2
    3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
  10. Use of personal information
    1. We will both be data controllers in respect of personal information which we hold in connection with provision and receipt of the Services.
    2. You will not seek to collect personal data of individuals using ePOP AI in connection with your transactions. More generally, you will ensure that any collection and processing of personal data by you will be compliant with applicable law and regulation;
    3. We will each take appropriate technical and organisational measures to safeguard personal data which we are processing in connection with the Services or Contract.
    4. We each agree to comply with all applicable data protection law and regulation at our own expense, including by ensuring at all times a legal basis for any processing of personal data.
    5. We each agree to provide the other party with reasonable co-operation and assistance in connection with its compliance with law, regulation, any request or other communication made in relation to data subject rights and/or notices or other communication from a
      regulator regarding the relevant personal data.
    6. We will process personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Contract.
  11. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS
    CLAUSE.

    1. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability
      for:

      1. death or personal injury caused by negligence; and
      2. fraud or fraudulent misrepresentation.
    3. Subject to clause 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss caused by inaccurate transaction or other data in the POS or ERP system or
        otherwise made available to us for the purposes of providing Services to you;
      2. loss caused by your failure to maintain accurate information, settings, documentation etc through the Dashboard or otherwise;
      3. loss of profits;
      4. loss of sales or business;
      5. loss of agreements or contracts;
      6. loss of anticipated savings;
      7. loss of use or corruption of software, data or information;
      8. loss of or damage to goodwill; and
      9. any indirect or consequential loss.
    4. Subject to clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the value of total Charges actually paid by you to us under the
      Contract during the 12-month period immediately preceding the date on which the claim of
      default arose .
    5. WE MAKE NO WARRANTY, REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING, WITH RESPECT TO THE SERVICES. EXCEPT AS EXPRESSLY STATED IN THIS CONTRACT, THE SERVICES PROVIDED BY US ARE PROVIDED “AS IS.” WE EXPRESSLY DISCLAIM AND EXCLUDE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES THAT THE SERVICES, OR SUPPORT THEREFOR, WILL BE ERROR-FREE OR OPERATE ON AN UNINTERRUPTED BASIS.
    6. This clause 11 will survive termination of the Contract
  12. Confidentiality
    1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 12.2 and provided that we shall be entitled to publicise that
      you are a customer of our Services and to display your logo for this purpose and as reasonably required as part of the operation of our site and services. You agree not to disclose the terms of this Contract to any third-party (excepting your professional legal, accounting and financial advisers who have a reasonable need to know of this Contract, subject to their respective commitment to keep this Contract and its terms confidential).
    2. We each may disclose the other’s confidential information:
      1. for the purpose of fulfilling our respective obligations under the Contract
      2. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
      3. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  13. Termination, consequences of termination and survival
    1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
      1. we give you 30 days’ notice, without cause;
      2. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
      3. you fail to pay any amount due under the Contract on the due date for payment;
      4. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a
        moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
      5. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      6. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    2. Consequences of termination: Termination of the Contract will not affect:
      1. our ability to retain transaction and personal data generated in connection with provision of the Services and/or provision of services to other customers (subject at all times to our legal obligations);
      2. your or our rights and remedies that have accrued as at termination.
    3. Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  14. Events outside our control
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control)
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event
        Outside Our Control is over.
    3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid and which is attributable to any period following the date of cancellation.
  15. Communications between us
    1. When we refer to “in writing” in these Terms, this includes email.
    2. Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
      1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      3. if sent by email, at 9.00 am the next working day after transmission
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  16. General
    1. Assignment and transfer

      1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
      2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    6. Governing law and jurisdiction. The Contract is governed by the laws of the State of New York law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of any New York state or federal courts located in New York County, New York. Without limiting the foregoing, the United Nations Convention on International Contracts for the Sale of Goods will in no event apply to this Agreement or any transaction under this Agreement.