Terms of Use

1. Definitions

In these Terms, unless the context requires otherwise:

• "Account" means a registered user account on our platform.
• "Content" means any information, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials.
• "Intellectual Property Rights" means all intellectual property rights including patents, trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, trade secrets, know-how, and all other similar rights.
• "Order" means your request to purchase Products through our Services.
• "Products" means goods, equipment, materials, or other items offered for sale through our Services.
• "User" or "you" means any individual or entity that accesses or uses our Services.

2. Account Registration and Responsibilities

2.1 Account Creation

To access certain features of our Services, you may need to register for an Account. When you register, you must provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

2.2 Business Accounts

If you register an Account on behalf of a business or other entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, "you" will refer to both you individually and the entity.

2.3 Account Security

You agree to:

• Immediately notify us of any unauthorized use of your Account or any other breach of security.
• Ensure that you log out from your Account at the end of each session.
• Use reasonable efforts to prevent unauthorized access to your Account.

2.4 Account Verification

We may require additional verification or information to maintain your Account, particularly for business accounts. This may include business registration documents, identification, or other information necessary for compliance with trade regulations or our internal policies.

2.5 Account Restrictions

We reserve the right to refuse registration, suspend, or terminate your Account at our discretion, particularly if we believe that you have violated these Terms or if your use of the Services poses risk to Tonzar or other users.

3. Our Services

3.1 Service Description

Tonzar provides a platform connecting businesses in emerging markets with suppliers and products from around the world. Our Services include but are not limited to:

• Access to our product catalog
• Order processing and fulfillment
• Logistics and shipping coordination
• Payment processing
• Trade documentation assistance
• Customer support

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. This includes the availability of products, features, or Content on our platform. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3.3 Service Availability

While we strive to ensure that our Services are available at all times, we do not guarantee that the Services will be available without interruption or error. Access to the Services may be suspended temporarily without notice in case of system failure, maintenance, or for reasons beyond our control.

3.4 Eligibility

Our Services are intended for use by businesses and individuals who are at least 18 years of age and are capable of forming legally binding contracts. By using our Services, you represent and warrant that you meet these requirements.

3.5 Geographic Restrictions

The Services are primarily directed to businesses in Africa, Latin America, South and Southeast Asia, and the Middle East. Access to and use of the Services may be restricted based on your location, particularly in countries subject to export controls or sanctions by the Russian Federation, United States, European Union, or United Nations.

4. Purchasing Products

4.1 Order Process

By placing an Order through our Services, you are making an offer to purchase Products. We reserve the right to accept or decline your Order for any reason, including but not limited to product availability, errors in product descriptions or pricing, or concerns about the legitimacy of the Order.

4.2 Order Confirmation

An Order is not accepted until we confirm it in writing, typically via email. Once we accept your Order, it forms a binding contract between you and Tonzar, subject to these Terms.

4.3 Product Information

We make efforts to ensure that all product descriptions, specifications, pricing, and availability information on our platform is accurate and complete. However, we do not warrant that product descriptions or other Content on our platform are accurate, complete, reliable, current, or error-free.

4.4 Pricing and Payment

All prices are displayed in the currency indicated on our platform and exclude taxes, duties, shipping, and handling unless otherwise specified. Payment terms, including deposits, milestone payments, and accepted payment methods, will be specified during the Order process. You agree to pay all charges incurred in connection with your purchases at the prices in effect when such charges are incurred.

4.5 Shipping and Delivery

Shipping methods, delivery times, and costs will be specified during the Order process. We are not responsible for delays in delivery once Products have been handed over to the shipping provider, particularly those caused by customs clearance, local import procedures, or other factors beyond our reasonable control.

4.6 Title and Risk

Title to Products (legal ownership) and risk of loss or damage passes to you at the time of delivery according to the agreed Incoterms for your Order. For certain delivery terms, risk may pass before delivery is completed (e.g., when Products are handed over to the shipping provider).

4.7 Cancellations and Returns

Order cancellation and return policies vary depending on the type of Product, stage of Order fulfillment, and other factors. Specific policies will be communicated during the Order process or in your Order confirmation. In general:

• Orders for standard Products may be cancelled prior to shipment, potentially subject to a cancellation fee.
• Orders for custom Products or special orders may not be cancellable once production has begun.
• Returns are evaluated on a case-by-case basis and may require our prior written approval.

5. User Conduct

5.1 Prohibited Activities

You agree not to engage in any of the following prohibited activities when using our Services:

• Violating any applicable law, regulation, or these Terms
• Using the Services for any illegal purpose or in support of illegal activities
• Submitting false, inaccurate, or misleading information
• Impersonating another person or entity or falsely stating or misrepresenting your affiliation with a person or entity
• Interfering with or disrupting the operation of the Services or the servers or networks that host the Services
• Attempting to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services
• Using any automated means, including bots, crawlers, or spiders, to access the Services or collect information from the Services
• Circumventing or attempting to circumvent any security measures implemented on the Services
• Engaging in any activity that could damage, disable, overburden, or impair the functioning of the Services
• Harassing, threatening, or intimidating any other user of the Services
• Using the Services to transmit any malware, viruses, or other harmful code

5.2 Compliance with Trade Laws

You agree to comply with all applicable trade laws, including but not limited to:

• Export and import controls
• Sanctions and embargoes
• Anti-money laundering regulations
• Anti-corruption laws

You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the Russian Federation, United States, European Union, or United Nations has embargoed goods or services.

5.3 Content Submission

If you submit any Content to our Services, including product reviews, comments, or documentation, you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such Content in connection with providing and promoting the Services.

You represent and warrant that you own or have the necessary rights to submit such Content and that the Content does not infringe any third party's rights or violate any law or regulation.

6. Intellectual Property

6.1 Our Intellectual Property

The Services, including all Content, features, functionality, and design elements, are owned by Tonzar or our licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks, service marks, logos, and trade names used on the Services are our property or the property of our licensors. You may not use these marks without our prior written consent.

6.2 License to Use Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your legitimate business purposes related to exploring or purchasing Products offered through our platform.

6.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Services or any Content
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Remove any copyright, trademark, or other proprietary notices from the Services or Content
• Reproduce, distribute, publicly display, publicly perform, or create derivative works from the Services or Content
• Use any Content for commercial purposes without our prior written consent
• Use data mining, robots, or similar data gathering and extraction methods on the Services
• Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information

6.4 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services, you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use such feedback for any purpose, including implementing the feedback in current or future products or services, without any compensation to you.

7. Third-Party Content and Services

7.1 Third-Party Links

The Services may contain links to third-party websites, services, or resources that are not owned or controlled by Tonzar. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services.

If you access any third-party website, service, or content from the Services, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such sites. You expressly relieve Tonzar from any and all liability arising from your use of any third-party website, service, or content.

7.2 Third-Party Products

While we make efforts to work with reputable suppliers and verify product quality, we do not manufacture the Products offered through our Services. Product warranties, if any, are provided by the manufacturers or suppliers, not by Tonzar, unless explicitly stated otherwise.

8. Disclaimers

Without limiting the foregoing, we do not warrant that:

• The Services will meet your requirements or expectations
• The Services will be uninterrupted, timely, secure, or error-free
• The results that may be obtained from the use of the Services will be accurate or reliable
• Any errors in the Services will be corrected
• Products will meet your requirements or expectations
• Product descriptions, images, or specifications are accurate, complete, reliable, current, or error-free

We make no warranties regarding the quality, safety, legality, or availability of Products offered through our Services, except as explicitly provided in our product descriptions or in writing at the time of purchase.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

9. Limitation of Liability

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content
• Any Products purchased or obtained through the Services
• Any other matter relating to the Services

In no event shall our total liability to you for all claims related to the Services or Products exceed the amount paid by you to us for the specific Product or Service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to such claim.

The limitations of this section shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence), or otherwise, and whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Some jurisdictions do not allow the limitation of liability for certain types of damages, so some of the above limitations may not apply to you.

10. Indemnification

You agree to defend, indemnify, and hold harmless Tonzar, its directors, employees, partners, agents, suppliers, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with:

• Your access to or use of the Services
• Your violation of these Terms
• Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right
• Any claim that your Content caused damage to a third party
• Your use or misuse of Products obtained through the Services
• Any transaction or potential transaction conducted through the Services

This defense and indemnification obligation will survive these Terms and your use of the Services.

11. Term and Termination

11.1 Term

These Terms are effective until terminated by either you or us.

11.2 Termination by You

You may terminate these Terms at any time by:

• Closing your Account (if you have one)
• Discontinuing your use of the Services
• Notifying us that you wish to terminate these Terms

11.3 Termination by Us

We may terminate or suspend your access to all or part of the Services, with or without notice, for any reason, including without limitation:

• Your breach of these Terms
• Actions that could cause legal liability for you, our users, or us
• Suspected fraudulent, abusive, or illegal activity
• Extended periods of inactivity

11.4 Effect of Termination

Upon termination of these Terms:

• Your right to use the Services will immediately cease
• We may delete your Account and all related information and files
• We may prohibit your access to the Services

Any Orders that have been accepted before termination will continue to be governed by these Terms until fulfilled or otherwise resolved.

11.5 Survival

All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Dispute Resolution

12.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Russian Federation, without giving effect to any choice or conflict of law provision or rule.

12.2 Informal Dispute Resolution

Before filing a claim against Tonzar, you agree to attempt to resolve the dispute informally by contacting us at legal@tonzar.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or Tonzar may bring a formal proceeding.

12.3 Formal Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, including the validity, invalidity, breach, or termination thereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Moscow, Russian Federation. The arbitration proceedings shall be conducted in the English language.

12.4 Restrictions

You and Tonzar agree that any arbitration shall be limited to the dispute between Tonzar and you individually. To the full extent permitted by law:

• No arbitration shall be joined with any other proceeding
• There is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures
• There is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons

12.5 Exceptions

Notwithstanding the foregoing, either party may seek emergency equitable relief before a court of competent jurisdiction to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

12.6 Limitation Period

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or additional terms and conditions or policies published by Tonzar on the Services, shall constitute the entire agreement between you and Tonzar concerning the Services.

13.2 Severability

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

13.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Tonzar's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

13.4 Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.

13.5 Relationship

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Tonzar.

13.6 Force Majeure

Tonzar shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, embargoes, labor disputes, or other similar events.

13.7 Language

These Terms are written in English. Any translation into another language is provided for convenience only, and the English version shall prevail in case of conflict.

13.8 Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Tonzar:

• via email to the address associated with your Account
• via the Services
• by posting to our website

14. Contact Information

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