ZOOD USER AGREEMENT

Tashkent

August 17, 2023

This document is a public offer of “ORIENTSWISS TASHKENT” a Joint Venture Enterprise in the form of Limited Liability Company, addressed to capable individuals, residents of the Republic of Uzbekistan to conclude an Agreement for the provision of Services under the ZOOD trademark (hereinafter referred to as the User Agreement) in accordance with the relevant parts Articles 367 and 369 of the Civil Code of the Republic of Uzbekistan.

The performance of the actions specified in this User Agreement is an unconditional confirmation of the consent (acceptance) of an individual to conclude this User Agreement on the terms, in the manner and to the extent set forth in this User Agreement in accordance with the relevant parts of Articles 365 and 370 of the Civil Code of the Republic of Uzbekistan.

1. TERMS, DEFINITIONS

The terms used in this document have the following meanings, unless otherwise indicated by the context:

1.1.

User Agreement (or Agreement, depending on the context) – the text of this document, which is a public offer in accordance with part two of Article 369 of the Civil Code of the Republic of Uzbekistan, addressed to capable individuals, residents of the Republic of Uzbekistan in order to conclude an Agreement on the provision of Services under the ZOOD trademark (hereinafter - ZOOD Service), which is an agreement of accession in the sense of the definition given to this term in Article 360 of the Civil Code of the Republic of Uzbekistan and containing elements of various agreements (mixed agreement) in accordance with Article 354 of the Civil Code of the Republic of Uzbekistan. The Agreement shall enter into force from the moment the Customer accepts this offer in the manner specified in Section 3 (“PROCEDURE FOR CONCLUDING THE AGREEMENT”) of this User Agreement.

1.2.

Party/s – ta party to this Agreement the Operator and/or the Customer, hereinafter referred to as the Party individually and the Parties collectively.

1.3.

Operator – “ORIENTSWISS TASHKENT” a Joint Venture Enterprise in the form of Limited Liability Company (hereinafter referred to as JV “ORIENTSWISS TASHKENT” LLC), a party to this Agreement, a legal entity of the Republic of Uzbekistan, an "operator of an electronic trading platform" in the sense of the definition given to this term in the Law Republic of Uzbekistan "On Electronic Commerce" dated September 29, 2022 (No. ZRU-792), which addresses the text of this document to capable individuals, residents of the Republic of Uzbekistan in order to conclude an Agreement on the provision of ZOOD Service.

1.4.

Customer – a capable individual (resident of the Republic of Uzbekistan) who has performed the actions specified in this User Agreement aimed at unconditional and unequivocal consent (acceptance) with the terms of this User Agreement in the manner specified in section 3 ("PROCEDURE FOR CONCLUDING THE AGREEMENT") of the User Agreement, and respectively, which has become a Party to this Agreement, making the purchase of Goods in the framework of e-commerce through the Zood Marketplace and / or other Merchant Service Channels.

1.5.

Merchant – supplier of Goods - a legal entity, an individual entrepreneur or a self-employed person who has entered into an appropriate agreement with the Operator for the purposes of accession to the ZOOD ECOSYSTEM, selling Goods through the Zood Marketplace and / or through its own Service Channels using the ZOOD Technological Solution. At the same time, in some cases, the Operator may also act as a Merchant.

1.6.

Partner(s) of the Operator (hereinafter referred to as the Partner/s) – banks, microfinance organizations, credit bureaus, payment organizations, payment agents and subagents, processing, clearing and insurance organizations, organizations providing digital remote identification of Customers, organizations providing postal services and/ or transportation, delivery, safekeeping, or other logistics services, and other organizations and / or legal entities or individual entrepreneurs that have all the necessary and / or applicable licenses and / or permits to carry out the relevant activities, as well as contractual relations with the Operator, as well as any persons affiliated with the Operator who carry out organizational, legal, informational, technical and / or other interaction with the Operator for proper, full and efficient operation and / or provision of a set of interconnected services within the ZOOD ECOSYSTEM, as well as performing other legal and factual actions actions for the proper, complete and efficient operation of the ZOOD ECOSYSTEM.

1.7.

Members of the ZOOD ECOSYSTEM – Operator, Merchant, Customer, Partners.

1.8.

Zood Marketplace (hereinafter referred to as the Marketplace) – a set of telecommunications, digital and information technologies and software, the sole owner of which is the Operator and/or its respective affiliate, which allows Customers to purchase Merchant Goods remotely through ZOOD Interfaces based on the relevant Instruction of the Customer, formed on the basis of the Customer's Order. Web and mobile Interfaces of the Marketplace are posted on the Operator's Website. Each purchase is made on the basis of the Customer's acceptance of the Special Terms.

1.9.

Service Channels – retail outlets, operating offices, self-service terminals, mobile applications, online stores, websites on the Internet, remote service systems, and / or other special technical means of the Merchant through which the Merchant sells its Goods.

1.10.

ZOOD Interface(s) – means the visual part of the ZOOD Technological Solution visible to the Customer, including: (1) Web interface (2) Mobile web interface, (3) Mobile application, as well as other interfaces that are implemented or can be implemented within the framework of Technological solutions ZOOD, with the help of which the Customer, through his Personal Account, can purchase Goods in the framework of e-commerce through the Marketplace and / or other Merchant Service Channels. All Transactions within the ZOOD ECOSYSTEM are initiated by the Customer through the ZOOD Interfaces based on the Customer's Instruction.

1.11.

Personal Account – an account created and/or access to which is provided to the Customer within the ZOOD Technological Solution, through which, using the ZOOD Interfaces, the Customer can give the Instruction to perform the relevant Transactions available within the ZOOD Technological Solution.

1.12.

Order – a request of the Customer, generated through the Personal Account for the purchase of the Goods through the Marketplace

1.13.

Special Terms – individual terms of the transaction for the sale of the Goods, delivered to the Customer through the ZOOD Interfaces, based on the Order of the Customer and including the payment schedule, terms of delivery / delivery of the Goods, amounts of penalties, payment terms and other essential conditions necessary for the execution of the transaction for the purchase of the Goods through the Marketplace and/or Merchant Service Channels. Acceptance of the Special Terms is carried out by the Customer through the tools provided by the ZOOD Technological Solution. Special Terms are an independent agreement with elements of a sales contract or a commission sale.

1.14.

Website (of the Operator) – the website of the Operator on the Internet, through which, among other things, access to the ZOOD Technological Solution is provided: https://zoodmall.uz/

1.15.

ZOOD ECOSYSTEM – is a set of services of the Operator and/or the Operator’s Partner(s) (hereinafter referred to as the Service/s), united around a single ZOOD trademark, which is a set of interrelated services in the field of e-commerce, logistics and financial technologies, as well as in other areas that can be implemented within this ecosystem, provided by the Operator to the Participants of the ZOOD ECOSYSTEM, united in a single ZOOD Technological Solution.

1.16.

ZOOD Technological Solution – a set of telecommunications, digital and information technologies and software, the sole owner of which is the Operator and / or its respective affiliate, which provides the opportunity to provide ZOOD ECOSYSTEM Participants with various services and services within the ZOOD ECOSYSTEM, as well as provides technical, technological and information interaction between the Participants of the ZOOD ECOSYSTEM through existing electronic channels and / or means of communication, including, but not limited to, electronic document management systems.

1.17.

ZOOD Service – a set of information technology, organizational, legal and / or other means and / or legally significant actions, as well as digital, information technology, intermediary, payment and other types of services provided by the Operator to the Customer, which allows this Customer to purchase Goods through the Zood Marketplace and/or the Merchant Service Channels within e-commerce, including but not limited to:

– Ensuring the possibility of forming an Order;
– Ensuring the possibility of digital identification of the Customer;
– Services for accepting payments for Goods purchased through the Zood Marketplace and/or Merchant Service Channels;
– Provision of the ZoodPay Service;
– Services for the delivery of purchased Goods through the Zood Marketplace and/or the Merchant's Service Channels;
– Providing technical and customer support and consulting assistance in the sale of Goods through the Marketplace;
– Other services implemented within the ZOOD ECOSYSTEM.

1.18.

ZoodPay Service – a set of services provided by the Operator to the Customer, which allows this Customer to pay for Goods purchased through the Zood Marketplace and / or Merchant Service Channels in the framework of e-commerce, including, but not limited to:

– Providing the ability to purchase Goods with deferred or installment payment terms, namely the PAD Service, the BNPL Service, as well as the x6 or x12 Services, as well as other services that enable the purchase of Goods on a deferred or installment payment basis, including, but not limited to, the provision of consumer loans;
– Ensuring the possibility of purchasing Goods on credit on the basis of a Microloan Agreement concluded between the Customer (Borrower) and the Bank;
– Ensuring the possibility of purchasing Goods using other credit solutions that are implemented or can be implemented within the ZOOD ECOSYSTEM through the ZOOD Technological Solution;
– Ensuring the possibility of passing through the processes of E-KYC, Operator Scoring and Bank Scoring.

Services within the ZoodPay Service are provided to the Customer through the ZoodPay Payment Solution, which is launched by the Customer through the Service Interfaces based on the Customer's Instruction. The Operator, when providing services within the ZoodPay Service, acts as a payment agent for the relevant Merchants and/or other relevant Partners of the Operator.

1.19.

PAD service (from the English "pay after delivery" - pay after delivery) – the payment service of the Operator, which provides the ability to pay for the Goods purchased through the Marketplace within the period determined by the Operator after the actual delivery and acceptance of the purchased Goods.

1.20.

BNPL service (from the English "buy now, pay later" - buy now, pay later) – payment service of the Operator, which provides the opportunity to pay for the Goods purchased through the Marketplace or the Merchant's Service Channels on an installment plan in four equal installments within three months (90 days) without charging any additional amounts from the Client for the Price of the Goods. At the same time, payment for the first part of the Price of the Goods is made at the time of purchase of the Goods through the Marketplace and / or Merchant's Service Channels, and subsequent payments are charged on the 30th day from the date of the previous payment. The price of the Goods, the payment schedule, the amount of each payment and other essential terms of the transaction are specified in the Special Terms. In some cases, individual conditions of the sale and purchase transaction reflected in the Special Terms or otherwise delivered to the Customer through the ZOOD Interfaces may differ from Customer to Customer in accordance with clause 4.6. of this User Agreement.

1.21.

Service x6 – payment service of the Operator, which provides the opportunity to pay for the Goods purchased through the Marketplace on an installment plan in six equal installments within five months (150 days) with payment of the Operator's Commission. In this case, the payment of the first part of the Price of the Goods is carried out at the time of the purchase of the Goods through the Marketplace, and subsequent payments are charged on the 30th day from the date of the previous payment. The total Cost of the Goods, the payment schedule, the amount of each payment and other essential terms of the transaction are specified in the Special Terms. In some cases, individual conditions of the sale and purchase transaction reflected in the Special Terms or otherwise delivered to the Customer through the ZOOD Interfaces may differ from Customer to Customer in accordance with clause 4.6. of this User Agreement.

1.22.

Service х12 – payment service of the Operator, which provides the opportunity to pay for the Goods purchased through the Marketplace on an installment plan in twelve equal installments within twelve months from the date of the first payment with payment of the Operator's Commission. In this case, the first payment is charged on the 30th day from the date of placing the Order, and subsequent payments are charged on the 30th day from the date of the previous payment. The total Cost of the Goods, the payment schedule, the amount of each payment and other essential terms of the transaction are specified in the Special Terms. In some cases, individual conditions of the sale and purchase transaction reflected in the Special Terms or otherwise delivered to the Customer through the ZOOD Interfaces may differ from Customer to Customer in accordance with clause 4.6. of this User Agreement.

1.23.

ZoodPay Payment Solution – a set of telecommunications, digital and information technologies, software and equipment of the Operator, implemented as part of the ZOOD Technological Solution, enabling Customers to purchase Goods through the Marketplace and / or through the Merchant's Service Channels, with deferred and / or installment payment in within the ZoodPay Service.

1.24.

Instruction – an electronic order (electronic document) drawn up and transmitted by the Customer to the Operator through the ZOOD Technological Solution through the ZOOD Interfaces, which is the basis for the performance of the relevant Transactions implemented within the framework of the functionality available in the ZOOD Technological Solution, aimed at (including, but not limited to):

– Payment for the Goods purchased through the Marketplace;
– Launching the process of sequential passage of E-KYC, Operator Scoring and Bank Scoring;
– Conclusion of a Microloan Agreement with the Bank to obtain a Credit in order to pay for the Goods purchased through the Marketplace and/or the Merchant's Service Channels;
– Direct automatic debiting of funds from all accounts of the Customer's (Borrower's) Cards in the event of an Overdue Debt;
– Direct debiting of funds in the amount of the Price of the Goods transferred to the Customer (Borrower) by the Bank as a Loan on the basis of the relevant Microloan Agreement from the Customer’s current account (Card) to the Operator’s account for subsequent transfer to the Merchant’s account as payment for the Goods;
– Direct automatic debiting of funds from the current account (Card) of the Customer in case of Cancellation of the Credit in the manner specified in section ______ of this User Agreement when returning the purchased Goods;
– Performance of the Refund Transaction;
– Performance of other Transactions that are implemented or can be implemented within the ZOOD ECOSYSTEM.

1.25.

Card – a payment card (including Visa, Mastercard cards or cards of any other payment systems, both local and international, supported by the functionality of the Service) or another similar payment instrument issued by a bank of the Republic of Uzbekistan or another credit or payment organization acting in accordance with the legislation of the Republic of Uzbekistan or another country that allows the Customer to manage a bank account or other such information account in accordance with the legislation of the Republic of Uzbekistan, allowing the holder of such a Card to carry out banking and other permitted payment transactions available under the relevant agreement between the bank or other credit or payment organization and the Customer, including payments for Goods using the ZoodPay Payment Solution, as well as to repay the loan debt.

1.26.

Commission (of the Operator) – Commission (margin fee) of the Operator, charged to the Customer for providing the opportunity to pay for the Goods on the condition of payment by installments.

1.27.

Transaction – a set of actions of the relevant Participants of the ZOOD ECOSYSTEM, performed on the Instruction of the Customer, aimed at ensuring the purchase of Goods in the framework of electronic commerce.

1.28.

Return Transaction – a set of actions of the relevant Participants of the ZOOD ECOSYSTEM, performed on the Instruction of the Customer, aimed at returning the amount / part of the amount of money paid by the Customer for the purchased Goods in connection with the cancellation (refund) of the Order by the Customer, or on other grounds provided for in section 11 ("RETURN OF GOODS") of this User Agreement.

1.29.

Bank – a bank of the Republic of Uzbekistan that has an appropriate license to carry out banking activities, with which the Operator has the appropriate contractual relationship and provides a Credit to the Customer on the basis of the relevant Microloan Agreement for the purpose of acquiring (purchasing) Goods by such Customer through the Marketplace and / or Merchant Service Channels using the ZoodPay Payment Solution.

1.30.

Microloan agreement – an application for the provision of a bank microloan / bank microloan agreement concluded between the Bank and the Borrower on the provision of a Credit (microloan).

1.31.

Credit – a microloan, in the sense of the definition given to this term in the Law of the Republic of Uzbekistan "On non- banking credit organizations and microfinance activities" dated April 20, 2022 (No. ZRU-765), provided by the Bank to the Borrower in the national currency (UZS), on the terms of the Microloan Agreement, by a one-time transfer of the amount of the Price of the Goods to the current bank account (Card) of the Customer in order to purchase the Goods through the Marketplace for the subsequent transfer of this amount to the account of the Operator/Merchant. Interest is accrued on the amount of the Cost of the Goods (Credit) in accordance with the concluded Microloan Agreement.

1.32.

Borrower – the Customer with whom the Bank has entered into the relevant Microloan Agreement.

1.33.

E-KYC – (from the English electronic “know your Customer”) is the process of remote digital identification of the Customer, i.e. the process of verifying and confirming the identity of the Customer based on the requirements established by the Rules, using information systems, including through the MYID System. E-KYC is carried out by the Partner of the Operator on the basis of the relevant agreement.

1.34.

The MYID system – a set of telecommunications, digital and information technologies, software and equipment implemented through a mobile application called "MyId", which allows for the identification and authentication of individuals by biometric parameters of the face (by face geometry) to provide them with an authorized online access to banking or other services. The application is an information system owned by United Integrator for the Creation and Support of State Information Systems UZINFOCOM LLC, and is intended for mobile devices (smartphone, tablet or other device) with a front camera, running Android and iOS operating systems and having access to the Internet.

1.35.

Rules – Rules of internal control on combating the legalization of proceeds from crime, financing of terrorism and financing the proliferation of weapons of mass destruction in commercial banks (registered by the Ministry of Justice of May 23, 2017 No. 2886) and the Regulation on the procedure for digital identification of customers (registered by the Ministry of Justice of September 30, 2017) .2021 No. 3322).

1.36.

Operator's scoring – a system of preliminary assessment of the Customer's solvency applied by the Operator (and, if applicable, agreed with the Bank), based on numerical statistical methods, which consists in assigning points based on the results of data processing, including Credit Information about the Customer, on the basis of which, the Operator (1) makes a decision to provide the Customer with the opportunity to purchase the Goods on the terms of Installment within the BNPL Services, x6 or x12 within the Limit or (2) provides the relevant data to the Bank for further Scoring and conclusion of a Microloan Agreement with the Customer (Borrower).

1.37.

Bank Scoring – a system for assessing the solvency of the Customer, used by the Bank, based on numerical statistical methods, which consists in assigning points based on the results of data processing, including Credit Information about the Customer, on the basis of which the Bank decides to conclude a Microloan Agreement with the Customer (Borrower).

1.38.

Limit – a certain limit, expressed in monetary terms, within which the Customer can purchase Goods through Marketplace and / or Merchant Service Channels with the installment payment condition provided for by the BNPL Services, x6, x12, or other credit solutions (including under Micro Loan Agreements), which are implemented or can be implemented within the ZOOD ECOSYSTEM through the ZOOD Technology Solution. The amount of the Limit depends on the results of the E-KYC processes, Operator Scoring and/or Bank Scoring.

1.39.

Credit information – information relating to the Customer, on the status of credit transactions concluded by such Customer, fulfillment of obligations under the issued collateral (pledge, guarantee, surety, loan default risk insurance and other types of collateral), as well as other information that helps to determine the creditworthiness, financial status, solvency, payment discipline and other qualities of the Customer.

1.40.

Satisfactory completion of processes –

1.40.1.

For E-KYC - the process of remote digital identification (identification) of the Customer by checking (comparing) the relevant documents of the Customer for compliance with his personality based on the requirements established by the Rules.

1.40.2.

For Operator Scoring, the Operator assigning sufficient points to the Customer to (1) make a positive decision to allow the Customer to purchase the Goods on Installment terms under the BNPL, x6 or x12 Services or (2) recommend this Customer as a potential Borrower to the Bank.

1.40.3.

For Bank scoring – assignment by the Bank to the Customer of a sufficient number of points to approve the conclusion of the Microloan Agreement with this Customer.

Accordingly, “Unsatisfactory completion” of the above processes means non-compliance with any requirements and criteria specified in subclauses 1.40.1. - 1.40.3. of this paragraph.

1.41.

Goods – Consumer Goods, including Mobile Devices, as well as any works and services, including Digital Goods, sold by the Merchant and/or the Operator through the Marketplace and/or the Merchant's Service Channels using the ZOOD Technological Solution. For the purposes of this paragraph, Digital Goods mean electronic copies of intellectual property objects (digital goods), as well as the performance of certain actions in the electronic information environment or the performance of certain activities that do not have a material result, including services for the acquisition and / or subscription to various information services implemented via the Internet (digital services).

1.42.

Restricted Goods – types of Goods sold by the Merchant in violation of the requirements of the legislation of the Republic of Uzbekistan, the Agreement, the rules of Partners, including, but not limited to, Goods related to the sale (including the sale itself) by the Merchant of goods excluded from civil circulation, or goods, in limited circulation

1.43.

Price of the Goods – the price of the Goods posted on the Marketplace, applied when paying for the Goods by any payment methods, with the exception of x6, x12 Services or other credit solutions (including under Microloan Agreements) that are implemented or can be implemented within the ZOOD ECOSYSTEM through the ZOOD Technological Solution.

1.44.

Cost of the Goods – the Price of the Goods placed on the Marketplace, taking into account the Commission of the Operator / Bank when paying for the Goods through the Services x6, x12 or other credit solutions (including under Microloan Agreements) that are implemented or can be implemented within the ZOOD ECOSYSTEM through the ZOOD Technological Solution.

1.45.

Current Debt – a monetary obligation of the Customer to the Operator related to payment for the Goods purchased through the Marketplace and/or the Merchant's Service Channels, subject to execution in accordance with the Special Terms.

1.46.

Overdue Debt – the Customer’s (Borrower’s) debt to the Operator/Bank not repaid on time for monetary obligations (including any other security measures) specified in the relevant Special Terms related to payment for Goods purchased through the Marketplace and/or Merchant service channels.

1.47.

Reporting Day – a calendar day (from 00:00:00 to 23:59:59 Tashkent time) during which the Transactions were carried out.

1.48.

Reporting period – each calendar month of the year during the period of validity of the Agreement.

1.49.

Personal data of the Customer – personal data of the Customer, including the last name, first name and patronymic (unless otherwise follows from the law or national custom) of the Customer, citizenship, date of birth, details of the Customer's identity document, address of residence (registration) or place of stay of the Customer, the subscriber's phone number allocated to the Customer by the telecom operator, Credit information about the Customer, as well as other information that allows you to directly and / or indirectly identify (identify) the Customer.

1.50.

Means of individualization – logos, trademarks (service marks), commercial and corporate name, as well as any other means of individualization of the Operator or the Merchant.

1.51.

Consulting assistance – explanations of the specialists-developers of the ZOOD Technological Solution on the issues of its operation, individual settings and assistance in solving other issues directly related to the ZOOD Technological Solution.

1.52.

Representation and Warranties – the representations and warranties of the Customer specified in section 13 ("REPRESENTATION AND WARRANTIESOF THE CUSTOMER ") of this User Agreement, as well as any other representations and warranties, including, but not limited to, specified in the relevant parts and Annexes to this Agreement.

1.53.

Activation – turning on the purchased Mobile Device and connecting it to the Internet for at least 5 minutes.

1.54.

OTP (One time password) – a password valid for only one authentication session, which is sent by the ZOOD Technological Solution to the Customer's Subscriber Number for authentication. The action of OTR can be limited to a certain period of time.

1.55.

Authentication – a procedure for verifying the Customer’s identity by comparing the combination of numbers/symbols entered/sent by this Customer with the OTP sent by the ZOOD Technological Solution to the Customer's Subscriber Number.

1.56.

Subscriber number – the Customer‘s phone number allocated to the Customer by the mobile operator, which is attached to the ZOOD Technological Solution.

1.57.

Loyalty programs – any marketing and/or promotions, activations and/or other activities of the Operator (including, but not limited to, discounts, points accrual, cashbacks, etc.) aimed at increasing Customer loyalty to the ZOOD brand, encouraging Customers to making purchases on the Marketplace, creating motivation for existing Customers and attracting new Customers to use the Services associated with the ZOOD brand. The procedure, terms and conditions of participation in such programs are determined in the relevant ZOOD Interface.

1.58.

Balance of Funds (Balance) – a section of the Customer’s Personal Account, which reflects information on the amount of Points provided to the Customer as part of participation in the relevant Loyalty Programs and / or on the amount of funds that are subject to return to the Customer in the event of cancellation of an Order or Goods previously paid by this Customer, as well as in other similar cases. The amount of funds displayed on the Balance shall be used as payment for subsequent Orders of the Customer or returned to the Customer in the manner specified in Section 11 (“RETURN OF GOODS”). The balance is not a bank account and is intended solely for the purpose of informing the Customer and cannot be converted into a cash equivalent.

1.59.

Point – a virtual standard unit displayed on the Customer's Balance, which can be used to receive a discount when placing Orders. Points do not have a cash value and do not provide the right to receive them in monetary terms.

1.60.

Delivery service – a legal entity, individual entrepreneur or self-employed person providing services for the delivery of Orders to Customers.

1.61.

Rightholder – a person who has the exclusive right to the Digital Good or grants the right to use the Digital Good on other legal grounds, and/or is the administrator of the service for which the Customer subscribes by activating the Activation Code. In some cases, the Merchant may be the copyright holder.

1.62.

Activation Code – a unique alphanumeric code in the form of a text file created by the Copyright Holder and transferred to the Merchant, provided by the Merchant to the Customer in order to obtain the rights necessary for the Merchant to provide services to the Customer and/or use the Digital Good by the Customer.

1.63.

Samsung mobile device – any mobile device manufactured under the registered trademark "Samsung" and provided by Samsung LLC authorized Merchants (dealers), integrated with the Samsung Knox Guard application, is a security tool used by the buyer to fulfill their payment obligations to the Operator.

1.64.

Samsung Knox Guard Application – is a mobile application that allows you to remotely control and block a Samsung Mobile Device purchased by the Customer through the Marketplace and / or Merchant Service Channels in case of an Overdue Debt.

1.65.

Device (of the Customer) – a smartphone, tablet, mobile device, personal computer or other portable or stationary computer device used by the Customer to enter his Personal Account through the ZOOD Interfaces.

2. INTERPRETATION

In this User Agreement, unless the context otherwise requires:

2.1.

All words, phrases, phrases or expressions that begin or are written in full with a capital letter, except when a capital letter is required in accordance with the rules of the language of this Agreement, and / or the highlighted “()” have the meaning of the terms and definitions given to them in this section or in other parts of this User Agreement and its Annexes, unless otherwise comes from the context of this Agreement.

2.2.

Any reference to the expression "written" or similar expressions includes, along with generally accepted and commonly used terms, facsimile transmission, e-mail and any other existing electronic means of communication, including electronic document management systems, information from which the recipient can print on paper and other existing media.

2.3.

Words in the singular include the same in the plural, and vice versa; masculine words include feminine and neuter words and vice versa.

2.4.

References to "day" or "days" mean calendar days unless otherwise comes from the context of this Agreement.

2.5.

References to "RUz" mean the Republic of Uzbekistan in the appropriate case depending on the context.

2.6.

The text of this document should be construed with reference to this User Agreement with all Annexes and additions, as amended, modified, updated or supplemented from time to time, as already made or from time to time, which form an integral part of it.

2.7.

The language in all parts of this User Agreement shall in all cases be interpreted taking into account the literal meaning of the words and expressions contained therein. The literal meaning of the terms of the User Agreement in case of its ambiguity is established by comparison with other terms and the meaning of the User Agreement as a whole.

2.8.

This User Agreement is drawn up in Russian, Uzbek and English, and its corresponding language version is posted on the corresponding language version of the Operator's Website.

2.9.

Despite the fact that the state language of the Republic of Uzbekistan is the Uzbek language, the version of the User Agreement in Russian is prevailing and in case of discrepancy between the language versions, the Russian version will be applied and the Parties confirm that they agree with this circumstance, fully understand the meaning and context of this User Agreement in accordance with paragraph 2.7.

2.10.

Section names, highlighting words, phrases, phrases, expressions or other text of this User Agreement in bold, italics, underlining or otherwise are intended for convenience and will not be taken into account when interpreting this User Agreement, except as provided in clause 2.1. User agreement.

2.11.

This User Agreement is divided into sections, clauses, subparagraphs, subclauses paragraphs within these clauses / subclauses for ease of navigation in the text of this document.

2.12.

From the date this User Agreement enters into force for both Parties, the previous version of this document and / or a document replacing it, as well as all previous negotiations and correspondence on issues regulated by this User Agreement, become invalid.

3. PROCEDURE FOR CONCLUDING THE AGREEMENT

3.1.

This document is a public offer (public offer) of the Operator addressed to capable individuals, residents of the Republic of Uzbekistan, to conclude an Agreement for the provision of the ZOOD Service in accordance with the relevant parts of Articles 367 and 369 of the Civil Code of the Republic of Uzbekistan.

3.2.

In accordance with Article 15 of the Law of the Republic of Uzbekistan “On Electronic Commerce”, electronic documents in electronic commerce, as well as information recorded in electronic form that allows identifying its sender (hereinafter referred to as electronic messages), are equated to documents drawn up on paper and signed by hand, and can be used as evidence of the conclusion of the contract. The contract cannot be invalidated only on the grounds that it was concluded using information systems. The response of a capable individual, a resident of the Republic of Uzbekistan to accept the offer (acceptance) of the Operator is carried out by taking actions to fulfill the conditions contained in this User Agreement.

3.3.

In order to connect and subsequently use the ZOOD Technological Solution in order to receive the ZOOD Service, an adult natural person who intends to use the ZOOD Service following the instructions of the relevant ZOOD Interface:

3.3.1.

Enters his Personal data including full name, Subscriber number and other data required in the relevant ZOOD Interface;

3.3.2.

After receiving OTP to his Subscriber number, the Customer passes Authentication. In case of positive Authentication, the ZOOD Technological Solution registers the Customer’s Personal Account;

3.3.3

In order to be able to use the ZoodPay Service, the Customer, using his/her Personal Account, goes through the digital identification process (E-KYC) through the MYID System or by other means implemented as part of the functionality of the ZOOD Technological Solution by providing his/her Personal Data, including passport and/or other identification data , which can be requested by the Operator through the corresponding ZOOD Interface.

3.3.4

After passing the E-KYC, the Customer attaches his Card to the Personal Account by going through the Authentication process after receiving the appropriate OTR to his Subscriber Number. This process is accompanied by the Operator's Scoring process, on the basis of which the appropriate Limit is provided to the Customer.

3.4.

The Operator at any stage specified in subclauses of clause 3.3. has the right to refuse the Customer to connect to the ZOOD Technological Solution in case of failure to comply with any of the requirements of this paragraph, as well as for any reasons not provided for in this section at its own discretion, in case of suspicion that the Service will be used for other purposes, including, but not limited, in order to carry out fraudulent transactions and / or in case of violation of the Rules.

3.5.

Performing the actions provided for in clauses 3.3.1. - 3.3.4. of clause 3.3. of this User Agreement is an unconditional and unequivocal confirmation of the consent (acceptance) of the relevant adult individual to conclude a Service Agreement on the terms, in the manner and to the extent set forth in this User Agreement. From this moment on, such an adult natural person acquires the status of a Party to this Agreement and the Agreement is considered to be duly concluded.

3.6.

The rights and claims arising from the Customer from the moment of conclusion of the Agreement cannot be transferred by the Customer to third parties, except as expressly provided for in this User Agreement.

3.7.

The use of the ZOOD Service is carried out by the Customer by performing the Transactions provided for by the functionality of the ZOOD Service.

3.8.

The Customer is solely responsible for the correctness of the information specified in any Orders and/or Instructions placed in the Personal Account through the ZOOD Interfaces. Any such Orders/Instructions are formed by the Customer through his Personal Account using the Operator's software and hardware and sent to the address of the relevant Participants of the ZOOD ECOSYSTEM.

4. GENERAL CONDITIONS AFTER CONCLUSION OF THE AGREEMENT

4.1

The Customer undertakes not to disclose personal identification data (login, password for entering the Personal Account), Subscriber Number and individual OTP codes to third parties. If the Customer has suspicions about the security of his data, their unauthorized use by third parties, the Customer is obliged to immediately notify the Operator of this by any available means.

4.2

When concluding this Agreement in the manner specified in Section 3 (“PROCEDURE FOR CONCLUDING THE AGREEMENT”) of the User Agreement, the Customer agrees to receive messages of a service nature simultaneously or separately to the email address (if indicated in the Personal Account) / via SMS messages / push - notifications / applications / instant messengers / otherwise to the Subscriber number specified by the Customer during registration and / or placing an Order, about the status of the Order, delivery conditions, Goods in the Customer’s Cart and / or added by the Customer to “Favorites”, as well as with a request to leave a review . The Customer's refusal to receive these messages is impossible for technical reasons.

4.3

The Operator has the right to send advertising messages to the Customer (in the form of SMS and / or push notifications and / or through applications and / or instant messengers for smartphones and / or phone calls and / or otherwise to the Subscriber number, e-mail address specified by the Customer), provided obtaining consent in a manner that meets the requirements of the law, or provided that the Customer has not refused to receive advertising messages. The Customer has the right to refuse to receive promotional messages by changing the subscription settings in the relevant section of his Device at any time.

4.4

In the cases the Customer has an Overdue and/or Current Debt, the Operator has the right to send to the Customer, and the Customer agrees to receive notifications by SMS, e-mail, push notifications from the corresponding ZOOD Interface, by telephone, interactive voice messaging systems (IVR and similar systems ) or services of telephone notification centers (contact or call centers) of the Operator and/or Partner of the Operator. The Customer’s refusal to receive these messages/notifications is impossible due to the fact that such notifications/messages are a means necessary to ensure the Customer’s obligations under Current and/or Overdue Debts.

4.5

the Customer’s (Borrower’s) debt to the Operator/Bank not repaid on time for monetary obligations (including any other security measures) specified in the relevant Special Terms related to payment for Goods purchased through the Marketplace and/or Merchant service channels.

4.6

Individual conditions of the sale and purchase transaction reflected in the Special Terms or otherwise delivered to the Customer through the ZOOD Interfaces (for example, the Price of the Goods, presence or absence of the down payment and/or security measures, the payment schedule, the terms of delivery / delivery of the Goods, the terms of payment, application of various discounts, etc.) may differ from Customer to Customer depending on the results of the E-KYC processes, Operator’s Scoring and/or Bank Scoring.

4.7

In the case of placing an Order on the terms of an advance payment (advance on account of a future transaction), the transaction is considered concluded if, within 24 hours after making the advance payment, the Customer has not received a notification about the impossibility of transferring the Goods to the Customer.

4.8

The rules of promotions, contests, and other promotional events within the framework of the relevant Loyalty Programs may establish a different procedure for placing an Order and returning the Goods. The fact of participation in such an event means the Customer's consent to this procedure.

5. ORDERING ON THE MARKETPLACE

5.1

The Customer independently places an Order through his Personal Account in the corresponding ZOOD Interface.

5.2

The Customer selects the Good(s) of the respective Merchant(s) and places them in the "Cart" section.

5.3

Restricted Goods are not sold through the Marketplace. At the same time, the Merchants have the right to sell some Restricted Goods through their Service Channels using the ZoodPay Service, if such a sale is not prohibited by the current legislation of the Republic of Uzbekistan.

5.4

Informational materials about the Goods (including photos of these Goods) are for reference only and cannot fully convey reliable information about the properties and characteristics of the Goods, including colors, sizes and shapes. Actual Goods may differ from the informational materials about these Goods posted on the Marketplace. In case of any questions about the properties and characteristics of the Goods, before placing the Order, the Customer must contact the Operator or the Merchant.

5.5

When placing an Order, the Customer indicates the following information:

5.5.1.

FULL NAME and telephone number of the Customer or recipient of the Order;

5.5.2.

Address / method of delivery of the Order.

5.6

Expected date of delivery of the Order – the period after which the Customer can receive the Order. The delivery date depends on the availability of the Goods in the Merchant's warehouse, the time required to process the Order and the delivery time of the selected Delivery Service, and does not directly depend on the Operator.

5.7

If, in accordance with the requirements of the legislation, it is necessary to check the operability of the Goods before handing it over to the Customer, such a check is carried out at the warehouse of the Merchant / Operator before the Goods are transferred to the Delivery Service.

5.8

Information about the current status of the Order is located in the relevant section of the Customer's Personal Account.

5.9

In order to provide the Customer with the opportunity to choose and purchase the Goods that are most relevant to his interests and preferences, the Operator, based on information about the actions performed by such a Customer in the ZOOD Interfaces, including the viewed Goods, placed Orders, visited pages and set search queries, generates analytics and uses it to improve the range of the Marketplace and personalize its use by the Customer.

6. GOODS WARRANTY

6.1

When placing an Order for Durable Goods, the manufacturer must specify a warranty period. The warranty period is calculated from the date of sale of the Goods to the Customer. The warranty period is indicated in the passport for the Goods or in another document issued (delivered) to the Customer with the Goods when it is sold.

6.2

In addition to the manufacturer's warranty period, the warranty period may also be provided by the Merchant in the form of a warranty card and / or other such document transmitted to the Customer with the Goods, confirming the Merchant's warranty obligations. Within the Merchant's warranty period, the Merchant independently resolves the Customer's claims regarding the inadequate quality of this Good. At the same time, the Merchant's warranty period may differ from the manufacturer's period, but in any case it must be at least one month from the date of sale of the Goods to the Customer.

6.3

Information about the warranty period can also be sent by the Operator to the Customer's Personal Account, and in this case the Operator has the right not to provide them in printed form. The Operator's obligation to transfer electronic information about the guarantee is considered fulfilled at the moment it is sent to the Customer's Personal Account. At the same time, such information about the warranty can be presented in the form of a QR code or other such unique electronic document, upon presentation of which the relevant service center of the manufacturer of the relevant Goods has a basis to provide warranty services for this Goods.

7. CANCELATION OF ORDER

7.1

The Customer has the right to change the decision to purchase and refuse the ordered Goods within 2 hours after placing the Order.

7.2

In any case, the Customer is not entitled to refuse the Goods that have individually defined properties, which can only be used by the Customer.

7.3.

Refund for the Goods and delivery in case of prepayment of the Order in case of full or partial cancellation of the Order before it is received within the terms specified in clause 7.1. of this User Agreement is carried out in the following order:

7.3.1.

Funds on the Balance can be transferred exclusively to the details of a bank account in the Republic of Uzbekistan.

7.3.2

In any case, the Customer is not entitled to refuse the Goods that have individually defined properties, which can only be used by the Customer.

7.3.3

If the Order was paid using the Credit on the basis of the Microloan Agreement, the refund is made to the Customer’s current account with the Bank that issued the Credit. If the Customer repaid the Credit and provided a certificate from the Bank on the absence of debt on credit obligations, the funds can be transferred to the Customer's current account opened with another bank.

7.4

If the Customer places an Order for the Goods in a quantity exceeding 10 units of one Good, and the Merchant/Operator does not have the required quantity in the warehouse, the Merchant/Operator sends a message to the Customer about this. The Customer has the right to agree to accept the Goods in the quantity available to the Merchant, or to remove this Good from the Order. If the Customer does not respond within 1 day, the Merchant/Operator reserves the right to cancel this Good from the Order.

7.5

Cancel any Customer Orders containing Goods that the Customer has previously refused 5 or more times, indicating reasons not related to the presence of defects in these Goods.

7.6

Cancel any Orders of the Customer if there are reasonable assumptions about possible facts of fraud or other illegal activities of the Customer and / or Merchant in collision with the Customer, or violation of the Rules, as well as for any other reasons at the discretion of the Operator, until the dispute is clarified / settled.

8. PAYMENT

General Payment Terms

8.1.

When paying by Card, the Customer is solely responsible for ensuring that there are sufficient funds on the account (Card) to automatically debit the corresponding amount of funds within the time limits specified in the Special Terms.

8.2.

The Customer is solely responsible for any commissions or fees charged by the relevant third parties for making payment for the Goods, unless such commissions or fees are the result of errors or malfunctions in the Operator's system.

8.3.

The Operator reserves the right to apply security measures in case of Overdue Debts.

8.4.

The Customer hereby gives his unconditional and irrevocable consent to:

8.4.1.

automatic direct debiting of funds from all accounts of the Customer's (Borrower's) Cards upon the maturity of the next payment in accordance with the payment schedule (recurring payments) provided for in the relevant Special Terms;

8.4.2.

direct automatic debiting of funds from all accounts of the Customer’s (Borrower's) Cards in the event of an Overdue Debt;

8.4.3.

direct automatic debiting of funds in the amount of the Price of the Goods transferred to the Customer (Borrower) by the Bank as a Loan on the basis of the relevant Microloan Agreement from the current account (Card) of the Customer to the Operator's account for subsequent transfer to the Merchant's account as payment for the Goods;

8.4.4.

direct automatic debiting of funds from the current account (Card) of the Customer in favor of the Bank that provided the Credit in case of Cancellation of the Credit when returning the purchased Goods;

8.4.5.

making a return Transaction;

8.4.6.

direct automatic debiting of funds automatically or otherwise satisfying the requirements of the Operator for any obligations arising from the Overdue Debt at the expense of any amounts that may be due to the Customer;

8.4.7.

satisfaction of the requirements of the Operator for any obligations arising from the Overdue Debt by any other means provided for by the legislation of the Republic of Uzbekistan.

8.5.

The financial obligations of the Customer are considered fulfilled from the moment the corresponding amount is fully reflected, including the Price / Cost of the Goods, losses (if applicable), fines (if any) to the Operator's bank account.

8.6.

Write-off of funds from the Customer's Cards is made in the national currency of the Republic of Uzbekistan. If the funds are available only in foreign currency, the debit will be made in the amount equivalent to the national currency of the Republic of Uzbekistan in accordance with the exchange rate of the Operator's bank on the date of the respective debit.

8.7.

The Customer undertakes to make all payments in full in accordance with the Special Terms or other terms determined by the Operator, without recalculation, withholding or reduction due to current or future actions, inaction or failure to fulfill the obligations of the Operator.

8.8.

The Customer has the right to fully or partially pay the Current Debt within the time limits stipulated by the functionality of the ZOOD Service. At the same time, partial repayment of the Current Debt is not considered the fulfillment of obligations, and other security measures may be applied to the outstanding part if the Customer has an Overdue Debt.

Price of the Goods and terms of payment

8.9.

The price of the Goods is indicated on the Marketplace and can be changed by the Merchant unilaterally. The Goods in the Order are paid for at the Price of the Goods indicated at the time of pressing the "Pay" / "Place an Order" button or other similar action through the corresponding ZOOD Interface when placing the Order. The price of the Goods after the actions specified in this clause are not subject to change.

8.10.

The agreed method of payment is the method chosen by the Customer from among those available when placing the Order.

8.11.

In all cases, except for cash on delivery payment, the payment period is 30 minutes from the moment the Order is placed, after which the Merchant / Operator does not guarantee the availability of the Goods. The transaction for the purchase of the Goods in this case is considered not concluded.

8.12.

In all cases, except for cash on delivery payment, cash (fiscal) checks are sent to the Customer’s e-mail address specified during registration and the Operator has the right not to provide them in printed form. The Operator's obligation to transfer an electronic check is considered fulfilled at the moment it is sent to the Customer’s e-mail address.
The check can be sent either as a PDF document or as a PDF downloadable link.
In any case, the Customer can download electronic checks from his email inbox.
In case of cash on delivery payment, cash (fiscal) checks are handed over to the Customer in printed form at the time of transfer of the Goods or can be sent to the Customer’s e-mail address after the payment for the Goods is made.

8.13.

The cost of the Order does not include customs duties. The terms of payment and the amount of customs duties are determined by the customs legislation of the Republic of Uzbekistan or the country where the Order is delivered.

8.14.

Types of discounts, points, cashbacks, the procedure and conditions for their accrual under the relevant Loyalty Programs, are indicated in the relevant ZOOD Interfaces and can be changed by the Operator unilaterally.

8.15.

On the Marketplace, for technical reasons, errors may occur when specifying the Price / Cost of the Goods (including Goods that are subject to a discount or promotion). In the event of such an error in relation to the Goods ordered by the Customer, the Operator informs the Customer about it. If there is any doubt about the Price of the Goods, the Customer can clarify the information in the ways available within the framework of the functionality available in the ZOOD Technological Solution.

Payment with Cards

8.16.

Card transactions are performed by the cardholder or a person authorized on the basis of a power of attorney drawn up in accordance with the law. At the same time, the Customer is solely responsible if the Card used to pay for the Goods and / or attached to the ZOOD Technological Solution does not belong to the Customer, and the Customer hereby confirms that it uses this Card solely on the basis of the permission of the owner of this Card, and accordingly grants the Operator the right to debit funds from such a Card in any form provided for by this User Agreement. Thus, this Agreement concluded with a Cardholder who is not a Customer will be considered as if the Agreement was concluded with a Customer.

8.17.

Card transactions are authenticated by the bank and/or the relevant payment organization. If the bank or payment organization has reason to believe that the Transaction is fraudulent and/or may violate the Rules, then the bank or payment organization has the right to refuse to perform this Transaction. In order to avoid cases of improper use of the Cards when paying, all prepaid Orders are checked by the Operator and the Operator reserves the right to cancel the Order without giving a reason. The amount of the Order is returned to the holder's Card.

Payment on the spot

8.18.

Payment on the spot is a payment by QR code in the corresponding ZOOD Interface. Local payment is applicable only when paying for Goods through the Merchant's Service Channels. The Customer uses the function of the respective ZOOD Interface and scans the QR code displayed in the respective Merchant's Service Channel. By performing these actions, the Customer confirms the payment for the Order and accordingly agrees with the Special Terms.

Installment payment or deferred payment

8.19.

The Operator provides the Customer with the opportunity to purchase the Goods by installments or with a deferred payment in the manner provided for in this User Agreement.

8.20.

The Operator may transfer the data provided by the Customer in the process of placing an Order to third parties (Operator's Partners) in order to complete the E-KYC, Operator Scoring, Bank Scoring processes for:

8.20.1.

simplification and acceleration of the process of providing the Customer with installments;

8.20.2.

verification and confirmation of the reliability of the data provided, assessment of solvency, obtaining information on the presence and amount of debt to third parties;

8.20.3.

increasing the speed of decision-making on providing the Customer with installments;

8.20.4.

formation of offers on the possibility of purchasing Goods by installments.

The Operator may also receive data from third parties as a result of processing the Customer's data.

8.21.

The Customer has the right at any time to refuse to transfer data to third parties for the purposes specified in clause 7.20 by sending a request to the Operator indicating the full name, phone number and email address that were specified when registering the Personal Account or placing the Order or by changing the settings in the relevant section of the Personal Account if the specified functionality is provided to the Customer, except for the cases when this Customer has a Current or Overdue Debt. The transfer and processing of personal data is carried out in accordance with the Privacy and Personal Data Protection Policy provided in Appendix No. 1 to this User Agreement.

Payment with Points

8.22.

The Operator provides the Customer with the opportunity to purchase the Goods by installments or with a deferred payment in the manner provided for in this User Agreement.

8.23.

When placing an Order, the Customer can apply Points to it in the form of a discount at the rate of 1 Point = a discount of 1 soum equivalent.

8.24.

The validity period of Points is 1 year from the date of accrual, unless otherwise specified in the terms of the relevant Loyalty Program or in the notice of accrual of Points.

Cash On Delivery Payment

8.25.

In certain cases and for some categories of Goods, the Operator/Merchant provides the Customer with the opportunity to purchase Goods on a cash on delivery basis.

8.26.

Payment for the Goods in cash, including payment using the appropriate bank terminal, is carried out by the Customer at the time of acceptance and transfer of the Goods to the Customer, provided that this payment method was selected in the appropriate section when placing the Order (if such a possibility is provided for such a specific Order).

8.27.

When paying in cash, the Operator and / or the Delivery Service provides the Customer with a cash (fiscal) check in printed form or can be sent by the Operator to the Customer’s e-mail address.

8.28.

The Operator has the right to limit the categories of Goods or establish other conditions for paying for Goods in cash.

Procedure for repayment of current/overdue debts

8.29.

Funds sent by the Customer or debited from his Cards without acceptance to pay off the Overdue Debt are repaid in the following sequence:

8.29.1.

Operator Commission;

8.29.2.

The price of the Goods without taking into account the Commission of the Operator.

9. DELIVERY

9.1.

Delivery is carried out by the Merchant on its own or by the Delivery Service engaged by the Merchant. The possibility of delivery to the address of the recipient is determined at the time of placing the Order. The agreed method of delivery is the method chosen by the Customer from among those available when placing the Order. If the delivery is carried out by the Merchant or the Delivery Service, the Operator transfers to them the contact details of the Customer or the recipient of the Order for organizing such delivery.

9.2.

The territory of delivery of some types of Goods is limited.

9.3.

The cost of delivery of each Order is calculated individually, based on its weight, region and method of delivery and method of payment, and is indicated at the last stage of placing the Order.

9.4.

The terms allotted for receipt (acceptance/selection) of the Order by the Customer are limited and are indicated when placing the Order at the stage of choosing the appropriate delivery method, as well as in the appropriate section when placing the Order. Non-receipt (not selection) of the Order during the storage period is considered the Customer's refusal to purchase and sell the Goods and is the basis for canceling the Order.

9.5.

When transferring the Order, the Customer, in the presence of the person delivering the Order, must check the appearance, packaging, quantity of Goods, completeness, assortment, except for cases when the Order is received through a parcel terminal. The transfer of the Order to the Customer is carried out on the basis of the signing of the relevant act or other such document (including electronic) confirming the acceptance and transfer of the Goods. Claims to the Goods for completeness,assortment, quantity and appearance are not accepted after the transfer of the Order in the manner provided for in this clause by all delivery methods, except for the parcel terminal.

9.6.

When transferring the Order, the person delivering the Order has the right to require an identification document of the recipient, and the recipient is obliged to provide an identification document.

9.7.

In the absence of an identification document or inconsistency in the age of the recipient (for Goods where the recipient can only be persons who have reached a certain age), the Goods will not be transferred to the recipient, but the delivery service will be considered rendered.

9.8.

The risk of accidental loss or accidental damage to the Goods passes to the recipient from the moment the Order is transferred to this recipient. If before the specified moment the Goods are lost/damaged, the Customer is reimbursed for the cost of the prepaid Goods and its delivery after receiving confirmation of the loss/damage of the Goods from the Merchant / Operator or the Delivery Service.

9.9.

If the Customer chooses the Delivery Service as a delivery method, the risk of accidental loss or accidental damage to the Goods lies with the Merchant in full until the Goods are transferred to the Delivery Service. The transfer of the Goods from the Merchant to the Delivery Service is formalized by an appropriate act or other such document (including electronic) confirming the acceptance and transfer of the Goods to the Delivery Service.

9.10.

If it is impossible for the Customer to receive an Order placed for cash, the Order is handed over to a person who is ready to provide information about the Order (number and / or full name of the recipient), as well as pay the cost of the Order in full to the person delivering the Order.

9.11.

When conducting marketing activities within the framework of the relevant Loyalty Programs, involving the investment of any objects in the Order, the delivery of these investments is carried out together with the Goods. To cancel the investment, the Customer must contact the Operator. These investments are a gift and cannot be returned or exchanged, including for cash.

10. SALE OF CERTAIN TYPES OF GOODS

Digital Goods

10.1.

By placing an Order for a Digital Good, the Customer confirms that he/she has been warned about the obligation to familiarize him/herself with and comply with the terms and conditions of use of such Digital Good, as well as (if applicable) the obligation to conclude a license agreement with the end user.

10.2.

The Operator shall provide the Customer with an Activation Code for a fee in order to use the Digital Good on the terms and to the extent provided for by the Copyright Holder.

10.3.

Unless otherwise provided by the Copyright Holder, the Customer has the right to use the Digital Good from the date of proper activation of the Activation Code during the validity period specified in the information block of the relevant Digital Good.

10.4.

The License Agreement is available on the Rightholder's website and/or during the installation of the corresponding computer program or during the subscription process.

10.5.

The Digital Good may be used by the Customer solely for its intended purpose for personal purposes. The Customer may not use the Object for profit, including reproduction, processing, distribution, public display, import, rental, public performance, broadcast or cable, bring to the public.

10.6.

The Customer is not entitled to place links to the Digital Good available for use on any resources in such a way that a third party has access to this Digital Good.

10.7.

The Customer is prohibited from disclosing to third parties the information required to gain access to the Digital Good and the Activation Code.

10.8.

The Customer may use the Digital Goods only in the territory permitted in the relevant license agreement.

10.9.

After payment for the Order, the return and exchange of Activation Codes is not carried out.

10.10.

Within one hour from the receipt of payment, the Operator sends the Customer a download link and an Activation Code. To gain access to the Digital Good, including for copying to the memory of the user equipment (download), the Customer must follow the link and enter the Activation Code.

10.11.

If it is impossible to use the Digital Good using the provided Activation Code, the Customer has the right to apply to the Operator within 30 calendar days with a request to provide a new Activation Code. The Operator, within 3 calendar days, checks the Activation Code and, upon confirmation of the need to replace it, sends a new Activation Code to the Customer.

10.12.

The Customer has the right to use the link and get access to the Digital Good for the purpose of downloading within 30 calendar days from the date of sending the link and the Activation Code. After the specified period, the Customer will not be able to use the Activation Code and access the Digital Good. The funds transferred to pay for the Order are non-refundable.

10.13.

The Operator is not responsible for the use of the Digital Good by the Customer, the Customer assumes all responsibility in case of violation of the law or the rights of third parties in connection with the use of the Digital Good.

10.14.

The Operator is not responsible for the content, reliability, practical applicability of the Digital Good, as well as incompatibility with the Customer's user equipment, all Digital Goods are provided "as is".

10.15.

The Operator is not responsible for losses caused to the Customer or third parties as a result of the Customer's non- compliance with this User Agreement, or the conditions for using the Digital Good for other purposes or due to ignorance of the information about the Digital Good and the procedure for its use.

10.16.

The Operator is not liable if the Customer cannot use the Digital Good as a result of the use of the Activation Code by third parties.

Samsung mobile devices

10.17.

By placing a Purchase Order for a Samsung Mobile Device, Customer gives its unconditional and irrevocable consent to the activation of the Samsung Knox Guard Application to ensure that Customer's payment obligations are met.

10.18.

Upon purchase of a Samsung Mobile Device, the Operator shall activate the Samsung Knox Guard Application and may take the following actions in the event of a breach of any obligation of this User Agreement and/or an Overdue Debt:

10.18.1.

Sending SMS messages and periodic notifications of any delays related to Arrears on the full screen of your Samsung mobile device.

10.18.2.

Lock Samsung mobile device without any restrictions, including blocking or restricting access to the home screen, restricting factory reset and secondary reset, restricting the use of USB / Bluetooth / tethering / NFC mode, restricting outgoing calls, except for Carrier Support and "emergency" calls".

10.19.

Upon repayment of all Current and/or Past Due Debts by the Customer, the Samsung Knox Guard Application will be deactivated and may be removed from the Samsung Mobile Device without any consequences for the Customer.

10.20.

In case of timely payment of all Current Debts and prevention of Overdue Debts on the part of the Customer, the Samsung Mobile Device can be used in the normal mode in full

10.21.

Until the Current and/or Overdue Debts are fully repaid by the Customer, the Customer is not entitled to perform any of the following actions:

10.21.1.

Sale and/or any other disposal of the Samsung Mobile Device;

10.21.2.

Providing a Samsung Mobile Device to a third party for temporary use and/or leasing or property lease (rent);

10.21.3.

Sale and/or any other disposition of the Samsung Mobile Device in parts;

10.21.4.

Deliberate damage to a Samsung Mobile Device.

10.22.

In the event of any of the above circumstances, the Customer undertakes to inform the Operator about such circumstances and immediately repay the Current and/or Overdue Debt in full. In the event of theft and/or other unauthorized access or damage to the Samsung Mobile Device through no fault of the Customer, the Customer also undertakes to immediately repay the Current and/or Overdue Debt in full.

10.23.

During the process of Ordering a Samsung Mobile Device, the Customer acknowledges, agrees and confirms that the launch of the Samsung Knox Guard application on the purchased Samsung Mobile Device is mandatory and that the decision to place the Order is made on the basis of this condition, and accordingly the Customer hereby gives its full, unconditional and irrevocable consent to provide access to mobile data or a Wi-Fi network in order to activate the Samsung Knox Guard application.

10.24.

When purchasing a Samsung Mobile Device, the Customer undertakes not to leave the mobile device turned off or in a place where there is no Internet for more than 30 (thirty) days after receiving this Samsung Mobile Device, and also to perform Activation within 10 days from the date of purchase. The Customer hereby agrees, acknowledges and acknowledges that the Samsung Mobile Device purchased by the Customer will be blocked in case of violation of this clause.

10.25.

In case of violation of any of the clauses of this section and / or the assumption of Overdue Debts, the Operator has the right to use any other means of protecting its rights and ensuring the fulfillment of obligations provided for by the legislation of the Republic of Uzbekistan, including, but not limited to, by applying to the judicial authorities.

Works, services

10.26.

Goods sold under this User Agreement may be services and / or works provided / performed by the Merchant and not prohibited by the legislation of the Republic of Uzbekistan (hereinafter referred to as the Services).

10.27.

By placing an Order for the Services and/or paying for the Services in the Merchant's Service Channels, the Customer confirms that he/she is warned about the obligation to familiarize him/herself with and comply with the conditions and rules for obtaining such Services, as well as (if applicable) the obligation to conclude an appropriate agreement for the provision of such Services with the Merchant, in the manner and on the terms provided by the Merchant in accordance with the legislation of the Republic of Uzbekistan.

10.28.

When providing the Services, the Merchant is solely responsible for the quality, content, reliability, practical applicability, as well as other proper performance of its obligations in connection with the provision of these Services by the Merchant. Thus, the Operator is not liable for losses caused to the Customer or third parties due to improper performance of its obligations by the Merchant in connection with the provision of the Services.

10.29.

The Operator is not liable for losses caused to the Customer or third parties as a result of the Customer's failure to comply with this User Agreement, or the conditions for obtaining such Services due to failure to familiarize themselves with the information about such Services and the procedure for obtaining them in the Merchant's Service Channels.

10.30.

After payment and / or receipt of the Services by the Customer, the return of funds and / or the exchange of Services is carried out on the terms and in the manner prescribed by the Merchant in accordance with the legislation of the Republic of Uzbekistan.

11. RETURN OF GOODS (RETURN POLICY)

Return of good quality goods

11.1.

The Customer can return the Goods of good quality to the Merchant/Operator within 10 calendar days after receipt. In this case the cost of delivery shall not be returned.

11.2.

The return or exchange of the Goods of good quality is carried out if the specified Goods were not in use, their presentation, consumer properties, seals, factory labels, etc. are preserved, as well as if there is confirmation of the fact and conditions for the purchase of the said Goods through the Marketplace. If traces of the Transaction of the Goods are found, the Operator or the Merchant reserves the right to refuse a refund on this basis.

11.3.

Goods of proper quality of the following categories are not subject to exchange and return:

11.3.1.

Goods for the prevention and treatment of diseases at home (sanitary and hygiene items made of metal, rubber, textiles and other materials, medical Goods and medical equipment, oral hygiene Goods, spectacle lenses, child care items, medicines).

11.3.2.

Pharmaceutical Goods, including medicines/means.

11.3.3.

Personal hygiene items (toothbrushes, combs, hair clips, hair curlers, wigs, hairpieces and other similar Goods).

11.3.4.

Perfumery and cosmetic Goods.

11.3.5.

Textile goods (cotton, linen, silk, woolen and synthetic fabrics, goods made of non-woven materials such as fabrics - ribbons, braid, lace, etc.) sold per meter;

11.3.6.

Cable Goods (wires, cords, cables); building and finishing materials (linoleum, film, carpets, etc.) and other goods sold per meter.

11.3.7.

Sewing and knitwear (clothing and knitted underwear, hosiery and gloves).

11.3.8.

Goods and materials in contact with food, made of polymeric materials, including those for single use (tableware and tableware and kitchen utensils, containers and packaging materials for storing and transporting food Goods).

11.3.9.

Household chemicals, pesticides and agrochemicals.

11.3.10.

Furniture (furniture sets and sets).

11.3.11.

Goods made of precious metals, with precious stones, made of precious metals with inserts of semi-precious and synthetic stones, cut precious stones, except for the cases when they reveal defects not specified by the seller until the moment of purchase (weak fastening of stones, locks in earrings, swivel joints in bracelets , cracks, chips, scratches, burrs and other imperfections), inconsistencies between the imprint of the state assay mark or the imprint of the sample mark of the established sample with the actual sample of the jewelry alloy, the characteristics of the Good with the data of the sealed label.

11.3.12.

Automobiles and motorcycle goods, trailers and numbered units for them; mobile means of small-scale mechanization of agricultural work; pleasure boats and other watercraft for domestic purposes.

11.3.13.

Technically complex household goods for which warranty periods are established (household metal-cutting and woodworking machines; household electrical machines and household electrical appliances; household radio- electronic equipment; household computing and duplicating equipment; photographic and film equipment; telephone sets and facsimile equipment; electric musical instruments; electronic toys ).

11.3.14.

Animals and plants.

Return of goods of inadequate quality

11.4.

The Customer to whom the Goods of inadequate quality are sold has the right, at his choice, to demand:

11.4.1.

replacement for Goods of good quality of a similar brand (model, article);

11.4.2.

replacement for the same Goods of another brand (model, article) with the corresponding recalculation of the Price/Cost of the Goods;

11.4.3.

gratuitous elimination of defects in the Goods or reimbursement of expenses for the correction of defects by the Customer or a third party;

11.4.4.

proportionate reduction of the Price/Cost of the Goods;

11.4.5.

refund (refund) of funds, subject to the return of the Goods of inadequate quality.

11.5.

When the Customer returns the Goods of inadequate quality, the Merchant/Operator returns to this Customer the cost of the returned Goods, as well as the costs of delivering the returned Goods from the Customer no later than 5 working days from the date of receipt by the Merchant/Operator of the Goods of inadequate quality, provided that the defect of the Goods is manufacturing origin and arose through no fault of the Customer. If the Customer's Order contains Goods of proper quality, the delivery cost is not compensated.

11.6.

If a marriage is found, the Customer may return the Goods to the manufacturer, Operator or Merchant. To process the return of the Goods, the Operator may, at its discretion, subject to the requirements of the law, request the originals of the warranty card (if any) and / or the act (conclusion) of the service center.

11.7.

The Merchant may offer the Customer to charge partial compensation for the Good with defects without returning the Good. If the Customer agrees, partial compensation is calculated in the same way that the Customer paid for the Goods. When paying for Goods using Points, partial compensation is accrued in points. If there are not enough Points, the difference is compensated in cash.

Violation of the terms of the assortment (re-sorting)

11.8.

In case of detection of resorting, the Customer has the right to:

11.8.1.

refuse the excess Goods and demand a replacement for the Goods in the assortment provided for by the Order, or a refund of the money paid for the actually not transferred Goods. In this case, the Goods are subject to return to the Operator or the Merchant (upon delivery by the Merchant).

11.8.2.

accept the Goods, and the Operator has the right to require the Customer to pay for the Goods at the Price of the Goods set by the Merchant at the time of the transfer of the Goods (including in court). If the actually transferred Goods are not in the assortment presented on the Marketplace at the time of the transfer of the Goods, this Goods is paid at the price agreed with the Operator.

Violation of the conditions on quantity

11.9.

If during the transfer of the Order by the Customer discrepancies are found in the quantity of the Goods in the Order, the Customer is obliged to immediately inform the Operator or the Merchant about this. In case of violation by the Customer of the condition on informing the Merchant or the Operator, they have the right to refuse the Customer to satisfy his claims regarding the quantity of the transferred Goods

11.10.

If the Customer received a smaller quantity of the Goods than specified in the Order (underinvestment), the Customer, when transferring the Order, has the right to accept the Goods in the part corresponding to the Order and demand that the missing amount of the Goods be transferred, or, if the missing Goods were paid, to refuse the Order in the part of the missing Goods and demand a refund for the missing Goods.

11.11.

The transfer of the missing Goods is carried out by placing a new Order. If the price of the Goods has increased, before placing a new Order, you must contact the Operator or the Merchant. If the missing Goods were not previously paid for by the Customer, or their cost was returned to the Card, the Goods can be paid for by any available method when placing a new Order. If it is impossible to transfer the missing Goods, the Operator or the Merchant notifies the Customer about this.

Replacement (exchange) of the Goods

11.12.

The Customer has the right to replace the Goods purchased through the Marketplace within 10 (ten) calendar days from the date of purchase of this Goods through the Marketplace in accordance with the Operator's Return Policy.

11.13.

Replacement of the Goods, if possible, is carried out with an equivalent Goods.

11.14.

The exchange of Goods of good quality or replacement of Goods of inadequate quality is carried out by returning the Goods to the Operator/Merchant with the subsequent cancellation of the Order or the Goods, then placing a new Order. At the same time, cancellation is a technical action and does not imply the refusal of the Merchant/Operator to execute the transaction for the sale of the Goods. If at the time of the Customer’s request, a similar Good is not available from the Merchant/Operator, the Operator cancels the Order or the Good and the Merchant/Operator returns the amount of money for the returned Good within the period established by this section.

11.15.

In case of replacement of the Goods, the cost of which differs from the original Cost of the Goods:

11.15.1.

If the cost of the replaced Goods exceeds the original Cost of the Goods, then the Customer is invited to reimburse the difference to the Merchant or the Operator from the Customer's own funds. Otherwise, the Operator cancels the Order or the Goods and the procedure for returning the Goods provided for by these Rules is applied, and the Merchant / Operator returns the amount of money for the returned Goods within the period established by this section;

11.15.2.

If the cost of the replaced Goods is less than the original Cost of the Goods, then the Parties agree that the Merchant recalculates the Cost of the Credit Goods, and the difference between the original Cost of the Goods and the one that is less is returned to the Customer in the manner and terms provided for in this section.

Return of Promotion Items

11.16.

When purchasing a bundle of Promotional Goods under a qualifying Loyalty Program, under which a discount was provided on one of the Goods or all Goods in the bundle, Goods of proper or inadequate quality may only be returned as part of the bundle. Return of individual Goods from the set is not possible, unless otherwise provided in the rules of the promotion.

Return of Goods purchased on credit or by installments

11.17.

For the returned Goods of proper quality, purchased on Credit or by installments, the interest on the Credit / Operator's Commission is not compensated. When paying interest on the Credit or the Operator’s Commission for the Goods of inadequate quality, the Operator compensates for the accrued interest / Operator’s Commission on the Credit, subject to the provision of a certificate from the Bank, and also provided that the defect of the returned Goods is industrial and did not arise through the fault of the Customer.

Refund.

11.18.

The return of funds for the returned Goods is carried out by the Operator or the Merchant, depending on the method of payment for the Order, within 5 working days from the date of return of the Goods to the Operator/Merchant.

11.19.

In case of cancellation of part of the Order and when the cost of the remaining Goods is lower than necessary for free delivery, the money for the canceled Goods will be returned, minus the cost of delivery.

11.20.

The cost of paid delivery is not refundable if the Customer canceled the Order after it was handed over for delivery, or refused the Goods of good quality at or after receiving them.

11.21.

When selling the Goods on the terms of installment and / or deferred payment, including, but not limited to, a Credit on the basis of a Microloan Agreement and / or through the use of other credit solutions based on the relevant agreements concluded between the Customer and the relevant Participant of the ZOOD ECOSYSTEM, in case of refusal from the part of the Order, the Operator shall carry out the corresponding recalculation of the Operator's Commission in proportion to the Goods returned to the Operator/Merchant.

11.22.

When selling the Goods on the terms of installment and / or deferred payment, including, but not limited to, a Credit on the basis of a Microloan Agreement and / or through the use of other credit solutions based on the relevant agreements concluded between the Customer and the relevant Participant of the ZOOD ECOSYSTEM, in case of refusal the Customer from receiving the Goods after the conclusion of the transaction on these terms, the Operator returns the initial payment for the Goods (if any) to the account (Card) of the Customer within 5 working days from the date of return of the Goods to the Merchant/Operator.

11.23.

When selling the Goods on Credit on the basis of the Microloan Agreement, the Operator notifies the Bank of this circumstance, and the Operator, on the basis of the relevant Instruction of the Customer given under this User Agreement, returns the amount received on Credit to the Bank's account to repay the Credit. The Bank at the same time performs the Cancellation of the Loan, which means that the Customer no longer has any obligations to the Bank under the Microloan Agreement.

11.24.

When selling the Goods on Credit on the basis of the Micro Loan Agreement, if the Return Transaction was carried out after the expiration of 5 calendar days from the date of provision of the relevant Credit, the Bank shall calculate interest in accordance with the Micro Loan Agreement concluded between the Bank and the Customer (Borrower). In this case, the Bank independently takes all necessary legal and factual measures to ensure the fulfillment by such a Customer of its obligations, including all relevant legal or other such costs associated with these measures.

11.25.

The Operator refunds the amount received for the Goods from the Customer exclusively to the Customer's bank account (Card) from which the payment was made, or to the Customer's bank account (Card), the details of which are provided by the Customer to the Operator within the time limits specified in clause 11.5. of this section.

12. RIGHTS OF THE OPERATOR

In addition to any rights and obligations of the Operator specified in this User Agreement, the Operator may:

12.1.

Check the Customer’s activities at the time of acceptance of the conclusion of this Agreement and monitor it in the future throughout the entire term of the Agreement for compliance of the Customer’s activities with the requirements established by the legislation of the Republic of Uzbekistan and the Agreement, including for the compliance of the Customer with the Representation and Warranties specified in section 13 (“REPRESENTATION AND WARRANTIESOF THE CUSTOMER") of this User Agreement.

12.2.

Refuse the Customer to conclude this Agreement and/or the Special Terms, respectively, to provide any and/or all Services provided under the Agreement, in case of non-compliance of the Customer's activities with the requirements established by the legislation of the Republic of Uzbekistan and the Agreement, including non-compliance of the Customer with the Representation and Warranties specified in section 13 ("REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER") of this User Agreement.

12.3.

Refuse the Customer to accept and execute Instructions (perform Transactions) in respect of any Merchant, in case of non- fulfillment or improper fulfillment by this Merchant of the obligations stipulated by the Agreement, until such Merchant fulfills these obligations.

12.4.

Disconnect the Customer from the ZOOD Technological Solution or otherwise suspend the performance of obligations under the Agreement in cases where the Operator determines that the Customer’s activities do not comply with the requirements established by the legislation of the Republic of Uzbekistan and the Agreement, including the Representation and Warranties specified in section 13 (“REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER") of this User Agreement.

12.5.

Suspend the use by the Customer of the ZOOD Technological Solution for individual Transactions upon receipt by the Operator of relevant requests (claims, Instructions) from Partners, state bodies or third parties, in the event of uncontrollable risks for the Operator and in other cases provided for by the legislation of the Republic of Uzbekistan and the Agreement.

12.6.

Suspend the fulfillment of obligations under the Agreement if there are reasonable assumptions about possible fraud or other illegal activities of the Customer and / or Merchant in collusion with the Customer, or violation of the Rules related to the use of the ZOOD Technological Solution, until the dispute is clarified / settled.

12.7.

Carry out scheduled or unscheduled preventive work to improve the ZOOD Technological Solution or correct errors in the ZOOD Technological Solution, having previously notified the Customer about this in the ways available to the Operator.

12.8.

Change the technological processes of functioning of the ZOOD Technological Solution in order to improve the efficiency and security of electronic document management, taking into account the requirements of the Agreement.

12.9.

Engage third parties to fulfill obligations under the Agreement on the basis of agreements concluded with them, remaining responsible to the Customer for their actions (inaction) and for the fulfillment of their obligations under the Agreement.

12.10.

Cancel any Orders of the Customer in the manner provided in the relevant clauses of section 6 (“ORDER CANCELLATION”)

12.11.

Carry out other actions provided for by the legislation of the Republic of Uzbekistan and this Agreement.

12.12.

At the same time, in the event of any restriction, suspension, disconnection, cancellation or other restriction of the Customer's actions under this section or any other provisions of this User Agreement, when the Customer has already performed the relevant Transactions to pay for the Goods, the Operator undertakes to ensure the return of the relevant funds to the Customer in the event that The Goods have not yet been delivered and handed over to the Customer within 30 calendar days from the date of the relevant request of the Customer.

13. REPRESENTATIONS AND WARRANTIES OF THE CUSTOMER

The Customer represents and warrants that:

13.1.

The Customer is a capable person in accordance with the legislation of the Republic of Uzbekistan and, accordingly, is able to enter into this Agreement, which entails legal obligations.

13.2.

The e-mail address and the Subscriber number entered by the Customer when concluding this Agreement really belongs to the Customer or is used by this Customer on an appropriate legal basis.

13.3.

The right to use the payment method specified when placing the Order without any restrictions.

13.4.

When concluding and / or executing this User Agreement, he/she has provided and / or will provide the Operator (update, update) reliable information (including for contacting the Customer, sending him/her notifications, as well as for reliably identifying the Customer as a person expressing the will to taking legal action). By providing information (including Personal Data), the Customer confirms and warrants that such information is true (accurate, free of errors, etc.). The Customer is responsible for providing inaccurate, erroneous, unreliable, incomplete information.

13.5.

Fully understands and understands the content and meaning of the text of this User Agreement and by concluding this Agreement, in the manner specified in Section 3 (“PROCEDURE FOR CONCLUDING THE AGREEMENT”) unconditionally, unequivocally and irrevocably agrees with its terms, thereby testifying to its own will.

13.6.

Will conscientiously and properly fulfill the obligations imposed on the Customer by this User Agreement.

13.7.

Will notify the Operator of any circumstances that may conflict with these representations or warranties.

13.8.

The Goods is not purchased for resale to third parties, but exclusively for personal use, and will be used only for civilian purposes.

13.9.

The Goods will not be used in any illegal activity in accordance with the legislation of the Republic of Uzbekistan

13.10.

The Goods will not be used in any regions subject to applicable national and international export control regulations.

13.11.

In the event that the Operator incurs losses related to the Customer’s failure to comply with the above guarantees and representations, the Customer undertakes to reimburse (compensate in full) the Operator for the losses incurred within 30 (thirty) calendar days from the date of receipt of the relevant request from the Operator.

13.12.

Violation of the representations, warranties and obligations under this section is sufficient grounds for the Operator to refuse to provide any Service under this User Agreement and / or otherwise restrict, suspend, disable, cancel or otherwise restrict the actions of the Customer in accordance with section 12 (“RIGHTS OF OPERATOR") of the User Agreement.

14. NO WARRANTY OF THE OPERATOR

14.1.

The Operator under no circumstances guarantees the availability, quality, content, reliability, practical applicability, as well as other proper performance of its obligations by the Merchants in connection with the sale of the Goods by them.

14.2.

The Operator under no circumstances guarantees uninterrupted and/or permanent access to the ZOOD Service and does not make any warranties or representations about the length of time required to process Orders or perform Transactions.

14.3.

Under no circumstances does the Operator establish partnerships, joint ventures, agencies or employment relationships with the Customer;

14.4.

The Operator under no circumstances acts as a guarantor, guarantor, and does not otherwise provide any other means of ensuring the fulfillment of the Merchant's obligations. Under no circumstances does the Operator act as a tax agent of the Customer and does not collect and/or pay on behalf of the Customer any taxes, fees and/or other obligatory payments, the obligation to pay which may arise from the use of the ZOOD Service in accordance with tax legislation RUz.

14.5.

Under no circumstances does the Operator act as a tax agent of the Customer and does not collect and/or pay on behalf of the Customer any taxes, fees and/or other obligatory payments, the obligation to pay which may arise from the use of the ZOOD Service in accordance with tax legislation RUz.

15. ASSIGNMENT

15.1.

The Customer is not entitled to transfer or waive in favor of third parties any rights or obligations under this User Agreement without the prior consent of the Operator.

15.2.

The Operator has the right to transfer or waive this Agreement and any rights and obligations under it to a third party without notice or without the consent of the Customer, except as otherwise provided by the legislation of the Republic of Uzbekistan.

16. LIABILITY

16.1.

The Operator under no circumstances shall be liable for the availability and quality of the Goods sold by the Merchant, as well as for the content, reliability, practical applicability, as well as other proper performance of their obligations by the Merchants in connection with the sale of the Goods by them.

16.2.

The Operator and the Merchant are not liable for damage caused to the Customer as a result of improper use of the Goods purchased through the Marketplace and/or the Merchant's Service Channels.

16.3.

The operator is not responsible for the content and operation of external sites.

16.4.

The Operator is not liable for losses that the Customer may incur as a result of the fact that his Subscriber Number has become the property of another person, including as a result of a long (from 3 months) non-use of such a phone number by the Customer.

16.5.

The Operator is not responsible for the accuracy and correctness of the information provided by the Customer during Authentication.

16.6.

Merchants technically have the ability to send Customers links to third-party resources and web services, including their own Service Channels. The Operator is not the owner of these web services and is not responsible for the materials posted on them or for the policies of third parties. The Operator does not in any way control such resources, is not responsible for possible violations or damage resulting from the use of such sites and the actions of third parties.

16.7.

The operation of the communication channel connecting the ZOOD Technological Solution and the Customer’s Device is the responsibility of both Parties within the coverage area of the relevant equipment of the Operator or the Customer’s Device. At the same time, the Parties are released from liability for the lack of a communication channel or its improper functioning, when this absence or improper functioning was the result of improper performance of their obligations by third parties.

16.8.

The Operator is not responsible for any delays, interruptions, failures and / or other restrictions in the operation of the ZOOD Technological Solution caused by technical interruptions in the operation of equipment, software, interruptions in the operation of communication channels that arose through no fault of the Operator, power outages, global interruptions in the operation of local, national and international segments of the Internet, failures in routing systems and / or domain names of systems, DDoS attacks and other illegal actions that disrupt the performance of Internet resources and communication channels.

16.9.

The Customer independently bears the risks and responsibility for any actions of third parties committed on behalf of the Customer from the Device of such a Customer, unauthorized access to which was obtained through the fault of this Customer, as well as with the help of malicious applications and programs installed on his Device.

16.10.

In cases not regulated by this Agreement, the Parties shall be liable in accordance with the legislation of the Republic of Uzbekistan.

16.11.

Neither Party shall under any circumstances be liable under or in connection with this Agreement for: (a) any consequential damages or loss of profits; (b) increase in costs, decrease in value or loss of business, production, revenue or profits; (c) loss of reputation or goodwill.

17. INTELLECTUAL PROPERTY

17.1.

The exclusive copyright holders of all content posted on the Marketplace, available through the relevant ZOOD Interfaces are the Operator, Merchants or Partners of the Operator, respectively.

17.2.

The information posted on the Marketplace, accessible through the relevant ZOOD Interfaces, is for informational purposes only and can be changed by the respective copyright holder without prior notice to the Customer.

17.3.

Customer agrees not to copy, imitate, modify, type, create, add to or use any URL available on the applicable ZOOD Interface, or any content, logos, graphics, or Customizations of the respective copyright holders posted on the relevant ZOOD Interface, without prior written consent of the respective copyright holder.

18. PERSONAL DATA

18.1.

The Operator processes the Customer’s Personal Data for the execution of this User Agreement.

18.2.

When processing the Operator's personal data, it ensures the confidentiality of the Customer’s Personal Data, and also takes the necessary legal, organizational and technical measures to protect the Customer's personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other illegal actions in relation to the personal data of the Customer.

18.3.

The procedure for processing Personal Data is defined in the Privacy and Personal Data Protection Policy, given in Appendix No. 1 to this User Agreement.

19. COMMUNICATION BETWEEN THE PARTIES

19.1.

The Operator or the Merchant sends notices and messages to the Customer to the email address specified during registration and/or to the Personal Account in the "Notifications" or "Messages" sections or other similar sections implemented as part of the functionality of the ZOOD Technological Solution.

19.2.

In case of any questions, the Customer should contact the Operator's Support Service or the relevant Merchant's Customer Service by phone, at help@zoodmall.com, or via a chat with the Operator or the Merchant in the Personal Account.

19.3.

The Operator’s or Merchant’s responses to the Customer’s requests and claims are recognized as sent in the proper form if they are sent to the Personal Account, or to the Customer’s email address specified by this Customer during registration, or in writing to the Customer’s postal address (if such an order is received from the Customer).

20. DISPUTES RESOLUTION, APPLICABLE LAW, SEVERABILITY

20.1.

To resolve all disputes related to improper performance of obligations in the pre-trial procedure, notifications by SMS, e- mail, push notifications from the corresponding ZOOD Interface, interactive voice messages or telephone notification center services are used. The operator does not need to submit a paper application for pre-trial settlement of the dispute. The term for consideration of the claim is 3 days from the date of receipt of the claim by the Customer.

20.2.

If it is impossible to resolve the dispute in the manner of pre-trial settlement, the dispute is submitted for consideration to the appropriate court at the location of the plaintiff in accordance with the legislation of the Republic of Uzbekistan.

20.3.

For disputes related to the fulfillment of obligations under overdue debts of the Customer, the Operator also reserves the right to collect debts in an indisputable manner on the basis of executive inscriptions made by notaries, in accordance with the legislation of the Republic of Uzbekistan.

20.4.

The applicable law in resolving any disputes arising under or in connection with this User Agreement is the legislation of the Republic of Uzbekistan.

20.5.

Recognition by the court of the invalidity of any provision of this User Agreement does not entail the invalidity of the remaining provisions.

21. VALIDITY OF THE AGREEMENT AND AMENDMENTS TO THE AGREEMENT

21.1.

For Customers who do not have previously arisen contractual relations with the Operator governed by the terms of this Agreement, the Agreement shall enter into force from the moment the Customer accepts the terms of this User Agreement (offer) of the Operator (hereinafter referred to as the Date of conclusion of the Agreement) in the manner specified in Section 3 ("PROCEDURE FOR CONCLUDING THE AGREEMENT") of the Agreement, and is valid for an indefinite period until the Agreement is suspended / terminated in accordance with the provisions of this User Agreement.

21.2.

For Customers who have a contractual relationship with the Operator governed by the terms of this Agreement, but who have formalized such relations on the terms of the version of the Agreement that differs from the current one (from the one that is currently published on the Operator’s Website) (hereinafter referred to as the Former Customers), the previously concluded Agreement continues act, but on the terms set forth in this (current) version.
At the same time, for the Former Customers, the Operator undertakes to bring to deliver the new (current) version of this Agreement by sending an appropriate notice to the Customer’s details available to the Operator or by displaying a new version of this Agreement in the Personal Account of the Former Customer, no later than 7 (seven) calendar days before the date entry into force of the new version of this Agreement.
If the Customer within 7 calendar days from the date of receipt of the notification from the Operator does not respond to it with an unequivocal refusal to accept the terms of the Agreement in the new edition, the Agreement in the new (current) edition shall enter into force on the date of entry into force of the new (current) edition of the Agreement, which is indicated on the title page of the Agreement posted on the Operator's Website.
In case of refusal to conclude this Agreement in a new edition, the Customer must delete his Personal Account from the ZOOD Technological Solution following the relevant instructions displayed in the relevant section of the Personal Account, which will qualify as termination of this Agreement, subject to the satisfaction of the requirements of clause 22.6 of this Agreement.

21.3.

In addition to the provisions specified in this section, the Operator has the right at any time to unilaterally amend the content of any clauses of this Agreement and / or the entire text of this Agreement as a whole. Such changes are made by publishing a new version of the Agreement on the Operator's Website. Acceptance of the terms of the Agreement in a new edition for the Former Customers is carried out in the manner specified in paragraphs 2 - 4 of clause 21.2. of this User Agreement.

21.4.

In case of making changes to the text of this User Agreement that do not affect the rights and obligations of the Parties and in no way affect any material terms of this User Agreement (for example, correction of grammatical, stylistic, punctuation errors, changes to the format, design and type of document , and other such changes), such changes come into force on the date of their publication on the Operator's Website and the rules specified in clause 21.3 and relevant provisions of the clause 21.2 of the User Agreement do not apply to them, and accordingly the Operator is not obliged to notify the Customer of such changes.

22. SUSPENSION AND TERMINATION

22.1.

Either Party has the right to terminate this Agreement ahead of schedule by notifying the other Party in writing at least 30 (thirty) calendar days before the expected date of termination, except for cases stipulated by the relevant provisions of the Section 21 of this Agreement.

22.2.

The Operator has the right to suspend the performance of its obligations under this Agreement (in whole or in part) or terminate this Agreement if:

22.2.1.

The Customer violates the fulfillment of its obligations under the Agreement or for other reasons specified in this Agreement until the reasons that caused its suspension are eliminated.

22.2.2.

If any such breach is uncorrectable or, being capable of being corrected, remains uncorrected 30 calendar days after the Operator gives the Customer written notice of such breach.

22.2.3.

Fails to pay any amount of Current and/or Overdue Indebtedness in due time, and such non-payment continues for more than 30 days after the right to claim for its payment arises.

22.3.

The procedure for processing Personal Data is defined in the Privacy and Personal Data Protection Policy, given in Appendix No. 1 to this User Agreement.

22.3.1.

Fails to pay any amount of Current and/or Overdue Indebtedness in due time, and such non-payment continues for more than 30 days after the right to claim for its payment arises.

22.3.2.

If the Operator applies or has appointed a receiver, trustee, or other such agent appointed by decision of any court of competent jurisdiction for the purpose of further selling or otherwise disposing of all or part of the business of the Operator, or for the purpose of liquidating the Operator.

22.3.3.

In the cases provided for in clauses 21.2 - 21.3 of this User Agreement.

22.4.

Termination of this Agreement at the initiative of the Customer is carried out by deleting his Personal Account from the ZOOD Technological Solution following the relevant instructions displayed in the relevant section of the Personal Account.
At the same time, the Operator has the right to store the Customer’s Personal Data for the purposes, in the manner, to the extent and under the conditions specified in the Privacy and Personal Data Protection Policy, given in Appendix No. 1 to this User Agreement.

22.5.

Termination of the Agreement does not release either Party from any liability existing at the time of termination, and in no way affects the validity of any other right or obligation of the Parties that remain in force after termination, in cases expressly provided for in this Agreement or arising from the meaning and the context of this Agreement.

Consequences of termination of this Agreement

22.6.

Upon termination or suspension of this Agreement for any reason specified in the Agreement, the ZOOD Technology Solution and the ZoodPay Payment Solution remain available to the Customer within the limited functionality determined by the Operator until the last obligation that arose during the validity of this Agreement is fulfilled in order to ensure the possibility of repaying existing Current/Overdue debts of the Customer.
Thus, all obligations of the Parties to fulfill this Agreement and repay Current and/or Overdue Debts, obligations under Refund Transactions, as well as other applicable obligations and rights of the Parties remain valid for the Parties until they are fully fulfilled.
At the same time, the Parties agree that after the termination or suspension of this Agreement, the Operator does not accept new Instructions from Customers for the purchase of Merchant Goods.

23. DETAILS OF THE OPERATOR:

JV "ORIENTSWISS TASHKENT" LLC
Legal address:
100171, Mirzo-Ulugbek district,
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