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PAILY GENERAL TERMS & CONDITIONS

These General Terms & Conditions (hereinafter referred to as the “Terms”) define the general rules for the use of the services provided by Pаily AS, the compаny registered under the registration number 12426661 аtMааkri street 19/1, Tаllinn, Estoniа (hereinafter referred to as the “Paily”). The following terms and definitions shall apply to the Terms:

“User”, or “Users” means a person or a legal entity using the Services of Paily in accordance with the Terms, including Freelancers and Business Users. The term “User” also applies to representatives of Users who are natural persons in case the User is a legal entity.

“Service” or “Services” means the services provided by Paily in accordance with the Terms to the Users.

“Service provider” means a person or a legal entity involved by Paily in the provision of the Services under the contract concluded between Paily and the Service provider.

“Service provider’s Rules” means terms and privacy policy of the Service provider that apply to the provision of the Services under the contract concluded between Paily and the Service provider.

“Freelance” means the Service provided to Freelancers.

“Freelancer” means a person who uses Freelance and acts as the contractor under the contract concluded between Client and Freelancer.

“Client” means a person or a legal entity with whom or which User concluded a contract for provision of services, performance of works, or sale of goods.

“Business” means the Service provided to Business Users.

“Business User” means a sole practitioner, a self-employed person, or a legal entity that uses Business and acts as the general contractor distributing assignments between Freelancers.

“Website” means the official website of Paily with the URL https://paily.io.

“Applications” means mobile applications of Paily available through App Store and Google Play application stores that are used for the provision of the Services.

By continuing to browse or otherwise use the Website or the Application, or by starting to use the Services of Paily the User agrees with the Terms.

PAILY TERMS OF USE

1. GENERAL TERMS FOR THE PROVISION OF THE SERVICES

1.1. These Terms are the agreement on the use of the Services concluded between Paily and the User.The Client is not the party to the Terms. The Terms include the license agreement on the use of the Website and the Applications.

1.2. The Services are provided to the Users on the “as is” basis through the Website and the Applications. Paily does not bear any responsibility for the lack of any functions on the Website or Applications that are necessary for conclusion or performance of contracts concluded between Users and Clients.

1.3. Paily does not bear any responsibility for the breach of contract concluded between a User and a Client caused by any irregularities in the work of the Website or Applications.

1.4. If the Website or the Applications do not have functions necessary for the conclusion or performance of the contract between the User and the Client, the User is entitled to send a request to Paily using the contact forms available on the Website or the Applications and ask Paily to add the necessary functions. However, it is up to Paily’s discretion to add or remove any functions from the Website and the Applications.

1.5. The Services are only provided to Users who are at least 16 (sixteen) years of age. If Paily finds out that the User using the Services is younger than 16 (sixteen) years of age, Paily immediately terminates the Terms with such User and deletes the account of the User (see Section 3 of the Terms) and all the personal information about the User that has been collected at the moment Paily found out that the User is younger than 16 (sixteen) years of age.

2. The Services provided to the Users

2.1. Under these Terms, Paily provides the following Services to the Users:

2.1.1. Freelance

2.1.2. Business

2.2. Paily has the full discretion to amend the list of the Services provided to the Users. If Paily removes or adds new Services provided to the Users, Paily will provide the Terms with the necessary changes and will post the updated version of the Terms on the Website and on the Applications.

2.3. The use of each Service listed in para.2.1 of the Terms is regulated by the User Agreements designed specifically for each of the Services. While using any of the Services listed in para.2.1 of the Terms, the User shall be guided by the User Agreement drafted for such Service. The User Agreements are the essential parts of the Terms. While applying the User Agreement, the terms and definitions used in the User Agreement shall be construed in accordance with the Terms.

2.4. While using the Services, the Users shall take into account that some of the Services can be provided only to specific categories of users. For example, Freelance is only available to Freelancers, while Business is only available to Business Users. The User Agreements establish the criteria for the specific categories of Users that have the right to use the specific Service. If the User does not qualify for the specific category of Users, Paily is entitled to refuse the provision of the Service.

2.5. If any provision of the User Agreement contradicts the provision of the Terms, the provision of the User Agreement shall apply.

3. Creation of the account and verification process

3.1. In order to use the Services of Paily, the User shall create the account on the Website or one of the Applications and go through the verification process in accordance with the requirements established by the appropriate User Agreement. The Services cannot be provided to the User that does not have a verified account.

3.2. In order to create the account, the User or User’s representative (in case the User is a legal entity) shall provide Paily with the personal information in accordance with the User Agreement and Privacy Policy of Paily.

3.3. The User has the limited right to use the account before the User passes the verification process set by the User Agreement. However, the User cannot use all the Services offered by Paily and all the functionality of the Website unless the verification process is passed.

3.4. In order to pass the verification process, the User shall provide Paily with the photo of the User’s ID and other personal information that would identify the User or User’s representative as the real person using the Services. The personal information of the User is processed by GetID which acts as the processor of User’s personal data in accordance with the Privacy Policy of Paily. The specific requirements for the verification process and the list of personal information provided by the User are established in the User Agreements and Privacy Policy of Paily.

3.5. It is fully User’s responsibility to keep confidential the credentials (including password) used by the User to enter the User’s account.

3.6. Paily applies all the necessary security measures to protect accounts of Users and their personal information against unauthorized access. However, it is User’s responsibility to use the non-standard password which includes various types of symbols in order to minimize the risk of account hacking.

3.7. The User shall not provide access to the User’s account to any third party without the prior written permission of Paily. Violation of this obligation leads to immediate termination of the Terms and block of the User’s account.

4. Service providers and the Services

4.1. In order to use some of the Services, the User shall agree with the Rules of Service providers. The obligation of the User to agree with the Rules of specific Service providers is provided in the User Agreements.

4.2. If the User does not agree with the Rules of a Service provider, Paily is entitled to refuse provision of the Service.

4.3. Paily does not enact or control the provisions of the Rules of the Service providers and does not bear any liability for the compliance of the Service providers’ Rules with the applicable laws and regulations. It is fully the User’s obligation to examine the Service provider’s Rules before agreeing with them and starting the use of the Service under the User Agreement.

4.4. Paily does not bear any liability for the actions of a Service provider committed in accordance with the Service provider’s Rules. If the User cannot use the Service due to the actions of the Service provider or due to the irregularities in the work of web-sites or applications provided by the Service provider, the User shall refer all the claims related to such matters directly to the Service provider.

5. Processing personal data

5.1. Because Paily is a legal entity incorporated in the territory of the European Union, Paily is subject to the General Data Protection Regulation No. 2016/679 (GDPR) adopted by the European Parliament and the Council on 27 April 2016.

5.2. In order to provide the Services to the Users directly or through the Service providers, Paily processes personal data of the Users (User’s representative in case the User is a legal entity). In doing so, Paily acts as the controller (Art.4 para.7 GDPR).

5.3. Processing of Users’ personal data is carried out in accordance with the Privacy Policy and the AML/KYC Policy of Paily. The User shall read Privacy Policy and the AML/KYC Policy carefully and agree with the provisions of the Privacy Policy and the AML/KYC Policy before starting the use of the Services. If the User does not agree with the provisions of Privacy Policy and the AML/KYC Policy, Paily may refuse provision of some of the Services if the provision of the specific Service is impossible without processing of User’s personal data.

5.4. For the purposes of GDPR, Service providers act as the processors in relation to processing of Users’ persontarget="_blank"al data. Paily carefully chooses Service providers that comply with GDPR for the purposes of performing Paily controller’s obligations established in Art.24 para.1 GDPR. However, Paily does not bear any liability for the actions of a Service provider committed in accordance with the Service provider’s Rules that do not violate the provisions of the contract concluded between Paily and the Service provider. The User shall carefully examine the Service provider’s Rules relating to processing of personal data before starting the use of the Service that includes participation of the Service provider.

5.5. Paily is entitled to involve other persons or legal entities as processors in processing of Users’ personal data. The full list of categories of processors involved by Paily in processing of Users’ personal data is provided in the Privacy Policy of Paily.

6. User’s liability before the Client

6.1. The Services provided by Paily directly or through the Service providers facilitate conclusion and performance of contracts between the User and the Client.

6.2. The User shall notify the Client in advance that the User uses the Services for the conclusion and performance of the contract between the User and the Client.

6.3. Paily is not a party to the contract concluded between the User and the Client. By providing some of the Services, Paily may act as the User’s agent performing some actions related to the conclusion of the contract on behalf of the User. However, by doing so, Paily warrants the Client in advance that Paily is not a party to the contract between the User and the Client, and that the Client shall refer all the issues related to performance of the contract directly to the User.

6.4. The User bears the full liability for non-performance of contractual obligations or any other breach of contract concluded between the User and the Client. The User shall provide the Client with the User’s contact details for the purposes of dispute resolution between the User and the Client. Paily is not a party to the dispute resolution process between the User and the Client.

6.5. Provision of Services to the User shall not in any way be construed as an employment relationship between Paily and the User. The User shall not notify Clients or third parties that the User is an employee of Paily or otherwise create a confusing opinion in the mind of Clients or third parties that an employment relationship between Paily and the User exists.

6.6. The User is fully liable for paying taxes that relate to the conclusion and performance of contracts between the User and User’s Clients, as well as for other compliance with tax law, bank law, and currency regulations that apply to the User. It is presumed that the sum of money that is paid by the Client to the User in accordance with the contract concluded between them includes the full amount of taxes that the User shall pay. During a tax, currency or bank check, the User is obliged to provide the relevant tax, currency or bank documents.

6.7. For the purposes of provision of the Services, Paily may implement mechanisms verifying the validity of the contract concluded between the User and the Client and compliance of the concluded contract with the applicable laws and regulations, including tax law, currency regulations, bank law, administrative law, and criminal law. If Paily finds out that the contract concluded between the User and the Client violates the applicable law, Paily refuses provision of the Services and terminates the Terms between Paily and the User by notifying the User of the termination.

7. Intellectual property

7.1. By providing the Services, Paily grants to the User non-exclusive gratuitous non-transferable worldwide license to use the Website and the Applications.

7.2. Under the license agreement concluded between Paily and the User (para.7.1 of the Terms), the User has the right to use the Website and the Applications only in the following ways:

7.2.1. Exploit the functionality of the Website and the Applications for the purposes of receiving the Services.

7.2.2. Notify Clients about using the Services by providing the URL of the Website, the links of the Applications, and extracts of the information about the Services.

7.2.3. Demonstrate logos of Paily, URL of the Website and links of the Applications, and extracts of the information about the Services on User’s personal pages in social networks for the purposes of notifying Clients about the fact the User uses Services of Paily.

7.2.4. Promote Paily among User’s friends, family members, and colleagues.

7.3. The User shall not use the programming code of the Website or the Applications in any way and for any purpose.

7.4. The User shall not use any viruses or other malware that may cause harm to the Website or the Applications, includ

7.5. The User shall not use trademarks, trade names, logos, copyright works published on the Website or the Applications except for the purposes listed in para.7.2.1-7.2.4 of the Terms.

7.6. The term of the license agreement (para.7.1 of the Terms) is the term of using the Services by the User. If the Terms between Paily and the User are terminated, the license agreement also terminates.

8. Fees for the Services

8.1. User Agreements or Service providers’ Rules may provide that some of the Services are subject to payment of fees. The types and amounts of fees are established in User Agreements and Service providers’ Rules.

8.2. If the User does not pay the fee for the Service established in the User Agreement or the Service provider’s Rules, Paily is entitled to refuse provision of the Service for which the fee has not been paid.

8.3. The fee does not include royalty for the use of the Website and the Applications because the license granted to the User under para.7.1 of the Terms is gratuitous.

9. Liability of the User before Paily

9.1. If the User breaches the Terms in any way, Paily has the right to terminate the Terms by sending a written notice to the User 10 (ten) days before the termination. Paily also has the right to delete the account of the User.

9.2. User Agreements may provide the additional measures of User’s liability for the breach of the Terms or the User Agreement.

9.3. The termination of the Terms between Paily and the User, as well as liability measures provided for in User Agreements do not preclude Paily from collecting damages from the User for the breach of the Terms, as well as Paily’s attorney fees and other procedural costs. In no way shall the sum of the damages collected from the User be less than 1 000 (one thousand) EUR.

9.4. If actions of the User violate applicable administrative or criminal law, Paily is entitled to transfer the information about the illegal acts of the User to the governmental authorities of the User’s country of residence. Paily may also transfer such information to the governmental authorities of Paily’s country of residence in case the illegal acts of the User result in application of coercive or liability measures in respect of Paily.

10. Warranties and restriction of Paily’s liability

10.1. Paily explicitly disclaims any warranties, including warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade.

10.2. Paily makes no warranty that the Services will meet the special requirements of the User or will be available on an uninterrupted, secure, or error-free basis.

10.3. Paily makes no warranty regarding the quality of the Services, including the quality of the Website or the Applications.

10.4. No advice or information, whether oral or written, obtained by the User from Paily creates any warranty.

10.5. Paily is not liable to the User or anyone else for any loss of use, data, goodwill, or profits whatsoever and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if Paily has been advised of the possibility of the loss or damages), including losses and damages:

10.5.1. resulting from loss of use, data, or profits, whether or not foreseeable;

10.5.2. based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or

10.5.3. arising from any other claim arising out of or in connection with User’s use of or access to the Services.

10.6. The provisions of para.10.5 of the Terms do not apply if they contradict the imperative provisions of applicable law.

10.7. Paily is not liable for the defamatory, offensive, or illegal conduct of other Users or third parties if such third parties are not Service providers or processors of User’s personal data and do not act in accordance with instructions of Paily or a contract concluded with Paily.

10.8. The User provides Paily with no warranties or guarantees.

11. Indemnities

11.1. By agreeing with these Terms, the User indemnifies Paily from any claims, lawsuits, litigation or arbitration proceedings, other proceedings at governmental authorities, or other dispute resolution proceedings started by a third party against Paily due to the defamatory, offensive, or illegal conduct of the User.

11.2. If a third party starts a dispute resolution proceedings against Paily due to the defamatory, offensive, or illegal conduct of the User, Paily notifies the User about such proceedings, and the User shall enter the proceedings within 10 (ten) days on the side of Paily.

11.3. If the proceedings started by a third party against Paily relate to breach or invalidity of a contract concluded between the User and the Client, the User shall enter the proceedings as the defendant and ask the competent court, the arbitral tribunal, or the governmental body to terminate the proceedings against Paily, unless otherwise is explicitly provided by the applicable procedural law.

11.4. If a third party that started the proceedings against Paily due to the defamatory, offensive, or illegal conduct of the User is a governmental body that intends to bring Paily to administrative or criminal liability, Paily has the right to transfer to such governmental body the information about the illegal conduct of the User in accordance with para.9.4 of the Terms. If such governmental body brings Paily to administrative or criminal liability due to the illegal conduct of the User despite the information disclosed by Paily, Paily reserves the right to collect the full amount of damages from the User, including loss of profits, as well as the amount of fine for the breach of the Terms in amount of 1 000 000 (one million) EUR.

11.5. Paily provides the User with no indemnities.

12. Applicable law and dispute resolution

12.1. These Terms and the User Agreements, as well as their validity, interpretation, modification, and performance are governed by the law of the Republic of Estonia.

12.2. If laws and legal acts of other countries or supranational and international organizations, including, but not limited to, Digital Millennium Copyright Act (DMCA), California Consumer Privacy Act (CCPA), and GDPR provide that the business activity of Paily related to provision of the Services shall be governed by such laws and legal acts, and application of such laws and legal acts cannot be avoided by Paily, such laws and legal acts shall apply.

12.3. If a User has any claim or complaint regarding the application of the Terms or the User Agreement, or regarding validity, interpretation, or modification of the Terms or the User Agreement, the User is entitled to send such a claim or a complaint to Paily by using contact forms available via the Website or the Applications, or by sending a mail to Paily’s business address or an email to Paily’s email address provided in Section 14 of the Terms.

12.4. Paily is deemed received the claim or the complaint on the 5th (fifth) business day after the dispatch, if the claim or the complaint is sent via the contact forms or to Paily’s email address, or on the 15th (fifteenth) business day after the dispatch, if the claim or the complaint is sent to Paily’s business address.

12.5. Paily shall respond to the User’s claim or complaint within 30 (thirty) days after receiving the claim or the complaint. Paily may use any form of response to the claim or the complaint of the User, including messaging via the Website or the Application.

12.6. If Paily does not respond to the claim or the complaint of the User within the term prescribed in para.12.5 of the Terms, or the User is not satisfied with the answer, the provisions of para.12.7 of the Terms shall apply.

12.7. Any dispute, controversy or claim arising out of or in connection with these Terms or the User Agreement shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its Rules of Arbitration Court. The arbitral tribunal shall be composed of a sole arbitrator. The seat of arbitration and the place of hearings shall be Tallinn, the Republic of Estonia. The language of the arbitral proceedings shall be English.

12.8. The arbitral agreement provided for in para.12.7 of the Terms shall be governed by the law of the Republic of Estonia, including the Code of Civil Procedure of the Republic of Estonia.

12.9. The arbitral agreement provided for in para.12.7 of the Terms allows Paily to start arbitration proceedings against the User without referring to the pre-arbitration dispute resolution procedure established in paras.12.3-12.6 of the Terms. In doing so, Paily shall notify the User about Paily’s intent to start the arbitration proceedings 30 (thirty) days before submitting a request for initiation of arbitration proceedings to the Arbitration Court of the Estonian Chamber of Commerce and Industry. The notification is sent to the email address of the User or via the Website or the Application. The User is deemed notified about Paily’s intent to start the arbitration proceedings on the 5th (fifth) day after Paily sends the notification.

12.10. The arbitral agreement provided for in para.12.7 of the Terms applies to any dispute between Paily and the User unless the dispute cannot be resolved in arbitration proceedings under the Code of Civil Procedure of the Republic of Estonia.

12.11. The arbitral agreement provided for in para.12.7 of the Terms does not preclude Paily from starting public administrative or court proceedings against the User with a competent government authority or a court if the matter cannot be the object of arbitration proceedings.

12.12. The arbitral agreement provided for in para.12.7 of the Terms does not preclude the User from exercising User’s rights provided for in GDPR, CCPA (if CCPA applies to the User), or DMCA (if DMCA applies to the User).

13. Date of enactment and updating of the Terms

13.1. These Terms are enacted on July 11, 2021.

13.2. Paily reserves the right to periodically update the Terms by posting the updated version of the Terms on the Website and the Applications. It is up to Paily’s discretion to amend any provision of the Terms, including the scope of User’s liability before Paily or the Client. The updated version of the Terms comes into force from the moment of publication on the Website and the Applications unless otherwise is explicitly provided in the updated version of the Terms.

13.3. Paily will take all the necessary measures to notify Users about the updated version of the Terms. If possible, Paily will organize bulk email or send notifications about the update of the Terms via accounts of Users. However, it is User’s responsibility to check the Website and the Applications for the updates.

14. Contacting Paily

14.1 The User can contact Paily by using the contact forms available via the Website and the Applications, as well as by using the following contact information of Paily:

PAILY AS

Registration number of the company: 12426661
Email: support@paily.io.
Address: the Republic of Estonia, Harju maakond, Tallinn, Kesklinna linnaosa, Maakri tn 19/1, 10145