Terms & Conditions

Terms & Conditions

A LEGAL DISCLAIMER

ONEZSM OÜ: TERMS & CONDITIONS

These Terms & Conditions ("Terms") govern your access to and use of the online video-based marketplace platform (the "Platform"), website and media (the "Media") and any other services (the "Services") operated and provided by ONEZSM OÜ: Estonian company, reg. 16970381,(“we,” "us," or "our") and its subsidiaries (collectively, "ONEZSM"). By accessing or using the Platform, Services, or Media, you agree to be bound by these Terms.

1. MARKETPLACE OVERVIEW

1.1 Global Marketplace:

Our marketplace provides a platform for users to buy and sell products and services globally through video-based marketing.

1.2 Third-Party Sellers:

Third-party sellers may list their products and services on our marketplace, with ONEZSM acting as a facilitator. ONEZSM may receive a commission or other agreed-upon compensation for facilitating transactions and the platform.

1.3 Membership Fees:

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Membership on our marketplace may require payment of a monthly or yearly fee. Additional fees may apply for premium membership or access to certain features.

1.4 Logistical Support:

ONEZSM may provide additional service in the form of logistical support. That comes always under a separate contract and may include commission or another agreed fee to ONEZSM.

2. SCOPE

These Terms apply to all users of the Platform, Services, and Media, including:

• Buyers: Individuals or entities who purchase products or services offered by third-party sellers or ONEZSM on the Platform.

• Sellers: Individuals or entities who offer and sell products or services through the Platform.

• Members: Users who have paid a monthly or yearly fee for access to specific features or benefits on the Platform.

• Visitors: Users who access the Platform, Services, or Media without creating an account or becoming a Member.

3. USER ACCOUNTS

3.1 Account Creation:

To access certain features of the Platform and Services, you may be required to create an account. By creating account:

• You are responsible for maintaining the confidentiality of your account credentials, including your username and password, and are fully responsible for all activities that occur under your account.

• You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate, current, and complete.

• You agree to comply with all applicable laws, regulations, and these Terms when using our marketplace.

• You agree to immediately notify ONEZSM of any unauthorized use of your account or any other security breach.

3.2 User Conduct:

You agree to use the Platform, Services, and Media in a lawful and respectful manner. Prohibited conduct includes, but is not limited to:

• Uploading, transmitting, or sharing any content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, hateful, or racially or ethnically offensive.

• Violating any intellectual property rights of others, including copyrights, trademarks, and patents.

• Interfering with the operation of the Platform, Services and Media, including attempting to gain unauthorized access, disrupting servers or networks, or introducing viruses or other harmful code.

• Impersonating any person or entity, including employees or representatives of ONEZSM.

• Collecting or storing personal data about other users without their consent.

• Engaging in fraudulent or deceptive behavior, such as fake reviews or misleading product descriptions.

• Not using the provided transactions methods on the Platform, when purchasing or selling the products or services displayed on the Platform.

We reserve the right to investigate and take appropriate legal action against users who violate these Terms, including suspending or terminating their accounts.

4. MARKETPLACE

4.1 Third-Party Sellers:

The Platform is a marketplace where third-party sellers can offer and sell their products and services, in accordance with our policies and guidelines. Sellers are responsible for providing accurate and truthful descriptions of their products and services, including any relevant specifications, pricing, and terms of sale.

4.2 Role of ONEZSM

ONEZSM does not own or control any of the products or services offered by third-party sellers on the Platform. We act as a facilitator, connecting buyers and sellers and providing the platform for transactions and logistics. Any fees to the seller or buyer are disclosed to users prior to completing any transaction. As a business entity ONEZSM can itself sell or buy products or services on the platform.

4.3 Seller Agreements:

Sellers are required to enter into a separate agreement with ONEZSM that outlines their obligations and responsibilities on the Platform. This agreement may include terms regarding product listings, pricing, shipping, returns, customer service, and payment processing.

4.4 Purchasing Products & Services:

Buyers may purchase products and services listed on our marketplace by following the specified purchasing process. By completing a purchase, you agree to the terms and conditions set forth by the seller.

4.5 Buyer Responsibilities:

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Buyers are responsible for carefully reviewing product listings and seller policies before making a purchase. This includes understanding the product description, pricing, shipping terms, return policy, and any warranties offered by the seller.

4.6 Transactions:

All transactions between buyers and sellers are conducted electronically through the Platform. Payment processing is handled by secure third-party processors, and by making a purchase, you agree to the terms and conditions of the payment processor. ONEZSM may collect a commission, or another fee as agreed with the seller for the transactions. The specific fee structure will be outlined in the seller agreement and may vary depending on originating country and the product or service being sold.

4.7 Disputes:

ONEZSM does not own or control third-party products or services and is not responsible for any disputes between buyers and sellers. We encourage users to communicate directly with each other to resolve any issues. However, we may offer mediation services to assist in resolving disputes. These mediation services may be subject to additional fees. ONEZSM is responsible for the products and services only if it acts as a seller for them.

5. CONTENT

5.1 User Content:

You may upload videos and other content to the Platform ("User Content"). You retain all ownership rights to your User Content, but you grant ONEZSM a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, publish, and distribute your User Content in connection with the Platform and Services. This license allows us to host your content, display it to other users, and promote the Platform and Services. You represent and warrant that you have all necessary rights and permissions to grant this license to ONEZSM.

5.2 Third-Party Content:

The Platform and Services may contain content from third-party sources, such as videos, articles, or comments. We are not responsible for the accuracy or completeness of such content. We may also provide links to third-party content.

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6. INTELLECTUAL PROPERTY

6.1 Ownership:

All content produced by ONEZSM, including but not limited to videos, images, text, and trademarks, displayed on our marketplace is owned by ONEZSM or its licensors and is protected by intellectual property laws.

6.2 License:

By uploading content to our marketplace, you grant ONEZSM a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in connection with our marketplace.

7. TERMINATION

7.1 Termination by Users:

You may terminate your account at any time by following the instructions provided on our marketplace. Termination of your account will not relieve you of any obligations accrued prior to termination. You may have to give notice period to ONEZSM if it is mentioned in your Seller’s Agreement.

7.2 Termination or Suspension of the Account by ONEZSM:

We may terminate user account and access to our marketplace at any time without prior notice or liability if:

• User has acted upon the manner which has been described in the clause 3.2.

• User has not paid agreed fees and commissions to ONEZSM, and the matter remains unsolved.

We may suspend user account and access to our marketplace at any time without prior notice or liability whilst we are investigating and resolving the above matters.

8. LIMITATION OF LIABILITY

8.1 Disclaimer:

To the fullest extent permitted by law, ONEZSM and its subsidiaries disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2 Limitation of Liability:

ONEZSM and its subsidiaries shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with your use of our marketplace. The limitation of liability is not valid should ONEZSM have been guilty of intentional misconduct or gross negligence.

9. FORCE MAJEURE

When providing or facilitating logistics services ONEZSM is not liable for damage or delay in so far as the damage or delay was due to impediment beyond its control and provided that (i) it could not reasonably be expected to have considered the impediment at the time of the conclusion of the Agreement; and (ii) it could not reasonably have avoided or overcome its effects. Such impediment can be, for example: (i) strike, lockout, boycott or other action of workmen also when ONEZSM is itself an object or party thereof; (ii) war (whether declared or not), civil war or any other armed conflict, acts of terrorism or serious threats of terrorist attacks; (iii) acts of governments or any other acts of authority whether lawful or unlawful, blockade, siege or sanctions; (iv) fire or discontinuance of energy production, delivery of water, electricity or heating; (v) exceptional weather conditions or natural disasters such as but not limited to storm, cyclone, hurricane, earthquake, landslide, flood, drought, plagues, etc.; (vi) partial or total damage of machinery or plant; (vii) lack of components, parts, raw materials or fuel; (viii) discontinuance of common transport; or (ix) any event of a similar nature. Subcontractor’s delay shall be deemed to constitute an acceptable force majeure situation should the subcontractor delay be due to circumstances described in this clause. ONEZSM shall inform Seller (together as “Parties”) of the event of force majeure as well as of the termination of the force majeure, as soon as reasonably possible. In the case that force majeure continues longer than three months, both Parties have a right to terminate the Agreement with immediate effect, and without liability.

The Parties agree that the outbreak of any pandemic (like coronavirus Covid-19) may affect ONEZSM’s ability to perform under the Agreement and that amendments to the Agreement and the delivery time may be necessary, on a case-by-case basis. In a situation where the delivery is hindered or negatively affected, directly or indirectly, by such case, it is agreed that ONEZSM will not be liable, and the ONEZSM will in good faith agree on possible amendments and mitigations to secure as little disturbance to the deliveries as practically reasonable. ONEZSM reserves the right to make equitable adjustments to e.g. delivery times and/or prices, to the extent necessary to compensate for the consequences of such pandemic.

10. GOVERNING LAW & DISPUTE RESOLUTION

10.1 Governing Law:

These Terms shall be governed by and construed in accordance with the laws of Estonia, without regard to its conflict of law provisions.

10.2 Dispute Resolution:

All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be in the country in which the nearest ONEZSM’s entity is located. The decision of the arbitrator shall be final and binding on the parties.

Notwithstanding clauses 8 and 9, ONEZSM shall in its sole discretion for the purpose of collecting debts of the Account holder, be entitled to submit any claim against the Account holder, in the courts and authorities of the Account holder’s country of domicile or country where the Products are located. In such case, the governing law shall be the law of the country where the claim is filed.

11. MODIFICATIONS TO TERMS

11.1 Changes:

ONEZSM reserves the right to modify or revise these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on our marketplace.

11.2 Notification:

We will notify users of any material changes to these Terms by posting a notice on our marketplace and / or by sending an email to the email address associated with their account.

12. CONTACT INFORMATION

If you have any questions or concerns about these Terms, please contact us at:

Xiaxiahn Z Vaccalluzzo: zazi@onezsm.video +372 5670 9418

13. ENTIRE AGREEMENT

These Terms constitute the main agreement between you and ONEZSM OÜ and its subsidiaries regarding your use of our marketplace and supersede all prior agreements and understandings, whether written or oral.

Xiaxiahn Z Vaccalluzzo, Tallinn, Estonia,1st May 2024