Terms of Use

DEFINITIONS

Unless provided otherwise in these ToU, the following capitalized terms shall have the respective meanings given to them below:
“User Generated Content”: means any content that is supplied by a Member on the Platform, including, but not limited to, any Product, data, information, prices, certificates of origin or purity/quality, text, listed object, description, name, alias, sign, photograph, picture, sound, video, logo,and any other item supplied by the Member on the Platform, including at the time of its registration, in an advertisement, an e-mail, or on a distributor’s sales area/account.

“Seller”: means a Member presenting, offering, distributing, selling Products through the Platform, such as Manufacturer/Artisan/Miner or Designer, including when this Member acts for and/or on behalf of another Member.

“Buyer”: means a Member who is willing to purchase, or who purchases, the Products through thePlatform, such as a Retailer or end-user.

“Deadline for Complaints”: means the date that is Fifteen (15) business days after, but not including, the delivery dateof the Products that is mentioned on the delivery note, until which the Buyer may dispute the conformity of the order. For the avoidance of doubt, in the absence of any dispute regarding the conformity of the order within that time period, the order shall be deemed compliant.

“Date of Confirmation”: means the date on which the Buyer, via the Platform, confirms the conformity of the order, in compliance with the Deadline for Complaints.

“Invoice”: means the invoice issued by Seller, and payable by the Buyer, relating to the Products that were ordered by the Buyer through the Platform, received, and confirmed in accordance with the ToU.

“Payment Provider”: means Stripe or Tazapay ,, an Von Muziris partner, which provides paymentfacilities services, which are complementary to the Service.

“Invoicing Agreement”: means the invoicing agreement entered into between Von Muziris and the Seller, bywhich the Seller agrees to entrust ETHICALLY+, in compliance with applicable rules, with the processing and issuing of its Invoices via the Platform.

“Member”: means any User who has registered on the Platform, and which registration was approved by Von Muziris.

“Party”: means, individually or together, Von Muz and/or the User and/or the Member and/or the Buyer.

“Product”: means any product that a Seller presents or puts up for sale through the Platform.

“Service”: means all of the ETHICALLY+ online services, which are the property of Von Muziris, and which are made available to a Member through the Platform, as described in more detail in article 2 of these ToU.

“User”: means any professional who accesses the Platform, regardless of whether this professional is a Member of not.

DESCRIPTION OF THE SERVICES

The purpose of the Platform is to bring Sellers in the Jewelry Industry in contact with the Buyers in the Jewelry Industry, who are willing to purchase these Products through the Platform.
The Platform is intended to provide Services exclusively to the professional Users and Members, whether they are Suppliers or Buyers, to the exclusion of consumers and non-professionals. In these ToU, “professional” means any individual or legal entity, public or private, who or which acts for purposes that are within the scope of its commercial, industrial, artisan, self-employed, or artisanal activities, including when such person acts for or on behalf of another professional. If not a professional, the User, whether a Supplier or a Buyer, undertakes to immediately stop visiting the Platform and, as the case may be, to not register on the Platform.
Von Muziris+’s role shall be solely limited to acting as an intermediary between the Buyers and Sellers of Product and services. ETHICALLY+ platform by Von Muziris is in no manner involved in the selling of Products between Buyers and Sellers, such Buyers and Sellers deciding alone, at their discretion, on the entering into of contracts through the Platform. Von Muziris (i) is neither a seller, nor a reseller, nor the owner of the Products that are distributed through the Platform; (ii) never enters into possession of the Products that are put up for sale; (iii) does not hold the Products in stock; and (iv) does not hold the Products as a custodian or trustee of any kind. So, Von Muziris cannot be held liable for any actions or omissions potentially committed by the Seller (or brand) or by the Buyer on its Platform. To the fullest extent permitted under applicable laws, Von Muziris has no control over the sale or the payment of the Products sold or purchased on its Platform nor accept liability for the quality, safety or legality of the Products transacted through the Platform; the accuracy and truthfulness of information and/or specifications pertaining to the Products; Buyer+’s ability to buy or pay for Products or the ability of Sellers to deliver Products promised.
The Platform and the Service have both free and paid versions to use for both the Buyers and Sellers. Von Muziris also has a success fee policy where a commission is deducted from the payment made by the Buyer to the seller upon payout. Any payments made by the Buyers on the Platform are intended for the Sellers. Sellers pay a commission to Von Muziris in consideration of the intermediation services rendered by Von Muziris on the purchases made by the Buyers on the Platform.

TERMS OF ACCEPTANCE OF THE ToU, AMENDMENTS TO THE ToU

Users access to and use of the Platform is subject to these ToU, which incorporate our Privacy Policy and other policies, as well as any modifications to such policies, published on the Platform from time to time. Some features embedded in or offered on the Platform may be subject to specific terms and conditions, which are in addition to and made part of these ToU by reference. In case of discrepancies between any separate policies or specific terms and conditions and these ToU, the preceding ones shall prevail.
Where applicable, these ToU shall exclude any third-party services or applications embedded on the Platform from time to time.
By visiting or accessing the Platform and by using the Service, the User or the Member expressly signifies the unconditional approval of these ToU, which constitutes a legally binding agreement (hereinafter, the “Agreement”) between User and Von Muziris. If the User does not agree with these ToU, this User undertakes to immediately stop visiting the Platform and, as the case may be, to refrain from registering with the Platform.
Authorized persons accessing and using the Platform on behalf of a User shall be at least 18 years old and have the legal authority to bind the User to this Agreement.
Von Muziris reserves the right to amend these ToU at any time, and to inform each Member thereof by e-mail. Unless expressly provided otherwise in these ToU, the amendments made to these ToU shall take effect fifteen (15) calendar days after their online publication. During that time period of fifteen (15) calendar days, each Member may give ETHICALLY+ notice of its refusal of these amendments, in which case these ToU (and, accordingly, the Member’s right to use the Service) shall expire at the end of the aforementioned time period of fifteen (15) calendar days, in the conditions set out in the articles 14.1 and 14.4 et seq. of the ToU.

ACCESS TO THE PLATFORM AND TO THE SERVICE

Access to the Platform is available to any User, whether a registered User or not. However, access to the Service, and the use of all of its functionalities, require the prior registration and KYC approval of the User as a Member. Von Muziris reserves the right to accept or refuse a Member’s application for registration, in accordance with the terms specified on the Platform and/or at the time of registration. The registration of a legal entity as a Member may only be made by an individual authorized to represent such legal entity.
Subject to the Users’ compliance with these ToU, Von Muziris grants the User a limited, revocable, non-exclusive, non- transferable and non-sublicensable (save for authorized personnel) right to use the Platform solely for the purposes set forth hereunder during the term of the Agreement.
Von Muziris reserves the right, at any time and at its sole discretion, to suspend or interrupt the access to the Platform and/or the Service, in full or in part, notably for maintenance purposes, operational requirements, internal choices, or in case of emergency.
Von Muziris reserves the right to upgrade the functionalities and the Service available on the Platform, at any time and at its sole discretion.
Von Muziris reserves the right, at any time and at its sole discretion, to delete or restrict any User, including, butnot limited to, for technical, business or practical reasons. It is understood that such interventions will in no circumstances result in Von Muziris being held liable, nor give rise to compensation or damages being payable to a Member or a User.
A Member, who wishes to delete its account, may do so directly through the Platform, or by sending a request for deletion to Von Muziris by e-mail to: contact@vonmuziris.com or admin@vonmuziris.com.
The Member’s deletion of its account entails the immediate termination, as of right, of these ToU, such termination taking effect in accordance with the provisions of article 14.1.
Von Muziris, which is a mere intermediary, does not control the User Generated Content given by the Members and published on the Platform. Von Muziris gives no warranty whatsoever, the Platform and the Service being provided on an “as is” and “as available” basis. Also, Von Muziris does not warrant that access to the Service or to the Platform shall beuninterrupted or error-free.

TERMS OF REGISTRATION WITH THE SERVICE

To access all of the functionalities of the Platform and the Service and to order Products, the User must first register with the Platform as a Member and provide all of the requested information and documents, so that it can have access to all of the functionalities of the Platform and the Service.
The Member undertakes not to give information that infringes any third-party rights. Besides, the Member undertakes to refrain from registering as a login/alias, all or part of an URL, address or other domain name pointing to an external website. Von Muziris reserves the right, notably in the event of a dispute between Members, to ask the Member who failed to comply with the terms of this section, to modify the information given and to do so within the time period to be indicated by Von Muziris.
Besides, the Member undertakes that the information it provides upon its registration is accurate, sincere, exhaustive and up-to-date, and he further undertakes to rectify such information later on if the information becomes obsolete or out-of-date. If the Member fails to comply with this obligation, Von Muziris reserves the right to suspend and/or close the Member’s account, and to deny any access to the Service to that Member. Each Member is solely responsible for any consequences that may result from the provision of false, invalid or erroneous information to Von Muziris and/or to any other Member.
Each Member undertakes to create and use one account only, save with Von Muziris’s prior approval. As soon as a Member registers, or for any subsequent connection, a Member may access its account by entering its login, its password.. A Member’s login and password are strictly personal. The Member undertakes to choose a robust password and to keep this password confidential.
The use of a Member’s login, associated with the Member’s password, shall be conclusive presumption that access to, and use of, the Service is by that Member or under that Member’s control. In the event a Member becomes aware that a third party accessed its account, the Member undertakes to immediately change its password and/or private key and to promptly notify Von Muziris by e-mail to contact@vonmuziris.com or admin@vonmuziris.com.
The Member has a duty to act in good faith and respectfully in its relationships with Von Muziris and the other Members.

TERMS AND CONDITIONS APPLICABLE TO THE SELLING OF PRODUCTS BETWEEN THE SELLERS AND THE BUYERS

Content of the purchase contract for the Products between Seller and Buyer
1. Seller and Buyer may freely formulate the commercial and other terms of an individual purchase contract pertaining to the selling of Products among themselves. However, it is specified that the applicable terms of delivery, applicable terms of approval of the Products, and applicable terms of payment are those defined in these ToU and on the Platform, and that in the event of a contradiction with the Seller’s terms and conditions of sale in relation to these aspects, these ToU and the information published on the Platform shall prevail.
2. The Users’ acknowledge that their behaviour in fulfilling their respective purchase contracts for the Products influences the reputation of the Platform and thus Von Muziris. Therefore, the Users assume an obligation towards Von Muziris to comply with and properly execute the concluded purchase contracts for the Products.
3. Buyer and Seller acknowledge and agree that, as between (i) Von Muziris on the one hand, and (ii) Buyer or Seller on the other, it is solely Buyer’s and Seller’s responsibility to resolve any dispute between Buyer and Seller relating to or based on any purchase contract for the Products.
Acting as a Seller on the Platform
1. When acting as a Seller accepted to the Platform, you may offer and sell Products and services to Buyers as described under relevant product categories and sales announcements drafted by the Seller and published at the Platform at a price determined by the Seller.
2. Seller assures in good faith that it has an unencumbered ownership and title to the Products offered and sold through the Platform or is otherwise legally authorized to offer and sell Products through the Platform, as demonstrated by written documentation. If the Sellers’ ownership or right to possession of the Product is unclear, the Buyer has the right to terminate the purchase contract for the respective Products.
3. Seller warrants that any Products offered and sold through the Products are authentic and comply with all applicable laws and regulations, including but not limited to laws and regulations governing product liability, classification and security, export and import restrictions, sanctions, sales permits and intellectual property rights.
4. The provision and sale of illegal, prohibited or counterfeit goods through the Platform is strictly prohibited. Von Muziris and/or the Buyer shall not be liable for any damages, costs or penalties arising out of or in relation to the sale or attempted sale of illegal, prohibited or counterfeit goods through the Platform. Seller shall defend and hold harmless Von Muziris and/or Buyer against any damages, claims, penalties or costs arising out of or in relation to any sale or attempted sale of illegal, prohibited or counterfeit goods through the Platform.
5. Seller hereby authorizes Von Muziris to facilitate payments from the Buyer to the Seller through a third-party payment services provider, as set forth below.
6. Seller shall ensure that the Products sold through the Platform are made available to the Buyer at the agreed place and time in accordance with the purchase contract. The Seller must hand over the Products to the Buyer in a safe and secure manner. The risk of loss and damage for the Products shall transfer from the Seller to Buyer once the Products have been handed over verifiably to the Buyer.
Order process, delivery and payment of the Products
1. Product prices exclusive of delivery cost and other fees charged under these ToU from time to time are informed in the sales announcements on the Platform. The prices for the Products may change from time to time. Product prices are primarily informed in euros, unless otherwise stated on the Platform. Seller and Buyer are free to agree on a different price for a Product under a purchase contract.
2. Upon receiving an order placed by the Buyer through the Platform, the Seller may accept, modify, or refuse the order. The Seller undertakes to do so within the time limit and in the conditions indicated on the Platform.
3. The Buyer accepts that Seller is solely responsible for preparing the order, for its shipment through the logistics party available in the platform or as selected by the Seller and for its delivery at the place of delivery agreed with the Seller. Each order will have a package identification number, which shall be disclosed by the Seller.
4. As soon as the Buyer places an order for Products on the Platform, the Buyer’s registered name, his first name and last name, its registration number (as the case may be), its registered address, the name and address of the place of delivery, and its/his contact details, will be disclosed to the Seller for the purposes of the order. The Buyer undertakes to comply with the laws applicable to the collection and processing of the personal data she/he discloses to the Seller during the selling process, and to let any data subject, who is an individual, know that his personal data are disclosed to the Buyer, in the conditions required by applicable laws.
5. All orders placed by the Buyer are independent from each other. The unavailability of one or several Product(s) ordered from one or several Sellers through the Platform shall not be a reason for cancelling all of the Products ordered, as the Buyer is bound by the order placed for the other Product(s) that is (are) available.
6. Upon the delivery of the order, the Buyer shall sign the Seller’s delivery note digitally and confirm delivery through the Platform. Upon receiving the Products physically, the Buyer undertakes to confirm the conformity of the order received, and to do so on the Platform before the expiry of the Deadline for Complaints. In the absence of the receipt of the Product or Products ordered, the Buyer will lodge a complaint with the Seller in accordance with section 10.
7. On the Date of Confirmation of order by the Seller, or the expiry of the Deadline for Complaints (in case of consignment order), seller can upload and send the invoice to the Buyer. On this date, all of the elements mentioned on the invoice will be frozen, including the date of issue of the invoice, which corresponds to such Date of Confirmation or to the Deadline for Complaints, and the invoice that has been issued shall then be valid as an irrevocable order to pay. The Buyer explicitly and unconditionally acknowledges that, on such date, the Buyer may no longer dispute the invoice.
8. Buyer undertakes to pay all of the amounts payable under the invoices, in accordance with the terms indicated on these invoices and with one of the payment methods offered by Von Muziris. Von Muziris facilitates the Buyer’s payment to the Seller through a third-party payment service provider. Payment shall take place by debiting the relevant amount from the Buyer’s bank account. Von Muziris has the right to transfer a receivable from the Buyer to a financier or other third party.
9. In particular, the Buyer undertakes to pay the invoice, as issued, through the Platform, within the time limit indicated. This time limit will vary depending on the mode of payment agreed between the Buyer and the Seller (upfront payment at the time of the order, or, at the latest, payment 30,60,90 calendar days after the date of issue of the Invoice if Seller agrees for the credit period, or avail credit capital from underwriters and repay them within the time frame set by them).
10. To the extent the Buyer pays an order through the integrated BNPL payment providers in instalment and deferred payment’ system, the Buyer accepts their standard terms and conditions applicable to customers as well as BNPL payment provider’s special terms and conditions applicable to Von Muziris customers.
11. The Seller as a party liable to pay VAT shall be directly responsible for VAT in relation to the Products sold through the Platform to the Buyer.
12. In case of late payment, late interest in accordance with the Finnish Interest Act (1982/633) shall be payable immediately by the Buyer.
13. In the event that, following an alert received from a Member, or by Von Muziris’s own act, Von Muziris notes that Products that are in breach of these ToU are put up for sale, Von Muziris reserves the right to:
  - remove these Products from the Platform;
  - block or suspend the Seller’s account;
  - terminate these ToU with immediate effect, this termination resulting in the closing and deletion of theMember’s account; and/or
  - disclose all required information about any offer of sale and/or any purchase of these Products on the Platform, including the Members’ personal information as the case may be, to the competent authorities and/or to cooperate with the competent authorities upon request.
14. The Buyer undertakes to comply with all applicable laws and regulations relating to the acquisition, and to the purchase for resale, of Products, whatever their nature.
15. In particular, in the event Von Muziris becomes aware of any Member’s act or behavior outside the Platform (i) that aims at enticing, or attempting to entice all or part of the Buyer away from the Platform, or that aims at encouraging all or part of the Buyer not to buy through the Platform, or to stop buying through the Platform; (ii)that is potentially unfair, damaging, anti-commercial, denigrating, defamatory, injurious or harmful toward Von Muziris, the Platform, any Member and/or any third party, or (iii) that infringes the laws and regulations applicable to Von Muziris in any other manner, Von Muziris reserves the right to terminate these ToU by notice with immediate effect.

PROHIBITED USES OF THE PLATFORM AND THE SERVICE

Users agree to access and use the Platform at its own risk and are responsible for acquiring and preparing its own hardware, connections, software and data systems to meet the operating environment of the Platform and for ensuring that the Platform fulfils its intended purpose of use.
The Member undertakes to refrain from using the Platform and/or the Service to:
1. entice, or attempt to entice all or part of the Users away from the Platform, or encourage all or part of the Users not to buy or sell on the Platform or to no longer buy on the Platform;
2. unfairly circumvent, divert and/or interfere with (or attempt to circumvent, divert and/or interfere with) a pay-for service on the Platform;
3. publish or disseminate shocking, inappropriate, obscene, threatening, abusive, violent, rude, racist, insulting, defamatory, libellous, slanderous, denigrating, misleading, discriminatory, harassing, threatening, embarrassing, pornographic or child pornographic, Content, Content that amounts to justification for crimes against humanity, Content that is likely to incite to racial, religious or ethnical hatred, to violence or terrorism, Content that is likely to be undermine human dignity or someone else’s privacy, illegal Content or Content that is against applicable laws;
4. publish or disseminate Content in breach of the intellectual property rights of any third party;
5. publish or disseminate Content that is likely to be described as misappropriation, swindling, embezzlement or any other criminal offence;
6. obtain, or attempt to obtain the transfer of sums of money in exchange for no delivery of a Product that complies with the terms of these ToU and is of an equivalent value to the sums requested;
7. send computer viruses, worms, Trojan horses, logic bombs or any other malicious program, file, or any other form of malware, intended to damage, interrupt, suspend, destroy and/or restrict the functionalities of any IT or telecommunication equipment;
8. carry out commercial or advertising activities of any kind (notably the sending of unsolicited promotional messages, contests, lotteries, exchanges), or solicit payments or online donations;
9. damage any computer system or illegally intercept any data or nominative information, or breach the security of systems and networks;
10. access, use or attempt to use another Member’s account, login and/or password, or, in any manner whatsoever, pretend to be another Member
11. attempt to access all or part of the Service without authorization;
12. impersonate another person, a Member, or a Von Muziris employee or representative, insinuate that his statements and comments are supported or approved by Von Muziris and/or use the Service to send or disseminate any content that could be harmful to, or could criticize, Von Muziris in any manner whatsoever;
13. do any of the following, when accessing and using the Service: requesting, or in any case trying to collect, obtain or store personal data, passwords, account information, or any other type of information relating to the other Members;
14. conceal or disguise the origin of communications;
15. use data mining tools, bots or any other similar tools for collecting and extracting Platform-related data;
16. restrict, suspend, or prevent any person from using or accessing the Platform and/or the Service, or interrupt its access to the Platform and/or the Service, including, but not limited to, act in any manner whatsoever in order to interrupt real-time discussions between Members;
17. hinder the operation of the Platform and/or the Service, the servers, or the network connections to the Platform and/or the Service;
18. take any action that would be likely to result in Von Muziris being held liable, or in losing the benefit of all or part of the services of Von Muziris’s partners and services providers, notably its Internet service providers, payment services providers, financing partners/and or storage partners;
19. do anything that would be likely to harm the image and/or reputation of Von Muziris or the Platform and/or to constitute acts of unfair competition or free riding vis-à-vis Von Muziris, any other Member and/or third parties;
20. breach the requirements, procedures, policies or regulations relating to the networks that are connected to the Platform and/or the Service.
More generally, the Member undertakes to refrain from any act or action that would be likely to infringe third party rights, applicable laws and regulations, and/or any contractual provision that is binding on the Member, in any other manner.

EFFECTIVE DATE OF THE ToU - TERM OF THE ToU

Vis-à-vis the User, these ToU take effect on the User’s first access to the Platform, and they shall remain valid for the whole duration of the User’s navigation through the Platform.
As an exception to the foregoing, these ToU take effect on an indefinite-term basis vis-à-vis any Member, as from the Member’s registration, unless these ToU are terminated in accordance with section 14 of these ToU.

PERSONAL DATA

Von Muziris collects and processes personal data as data controller under applicable data protection laws relating to the Users and the Members for the purposes of managing the relationship with these Users and Members.
The modalities for collecting and processing the Users’ and Members’ personal data are detailed in Von Muziris’s Privacy Policy, which is available on the Platform and is incorporated in these ToU.

COMPLAINTS

Subject to the other provisions of these ToU, in the event of a Complaint, the Buyer should contact the Seller without undue delay. Any Complaints will be managed directly between the Buyer and the Seller from their respective accounts, Von Muziris having no obligation at all to intervene (unless provided otherwise in these ToU).
The Buyer and the Seller undertake to act with due care and diligence to properly resolve any Complaints,and, as the case may be, in accordance with the requirements mentioned on the Platform.

OWNERSHIP OF THE PLATFORM – RIGHT OF USE

The intellectual property rights in the Platform and the Service, including in their respective content, texts, illustrations, photographs and images, as well as in any other visual and audio elements, including the underlying technology used (the “Elements”) are the exclusive property of Von Muziris and/or of third parties that are contractually bound with Von Muziris. The Platform, the Service and the Elements contain trade secrets and proprietary confidential information.
Notwithstanding the foregoing, any Content supplied by a Member is and remains the property of that Member, subject to the license that is granted by each Member to Von Muziris and to the Users in accordance with section 12 of these ToU. To the extent a User should provide Von Muziris with any results of any evaluation of the Platform by User, including opinions, comments and suggested improvements regarding the Platform (“Feedback”), such User hereby grants Von Muziris a perpetual, irrevocable, royalty free, non-exclusive and worldwide license to use, copy and modify such Feedback for the purposes of developing and improving the Platform.
Subject to the User’s compliance with the terms and conditions of these ToU, ETHICALLY+ grants a limited, personal, non-exclusive, non-transferable, non-assignable, license to the User, without any possibility of sub-license, to access and use the Platform, such license being granted for the duration of the ToU and for the territory on which the User is located. The licensed right of access and right to use enable the User to display all or part of the Platform and the Service in the context of this access and this use, for the whole duration of use of the Platform and/or the Service. To the extent permitted by law, any right that is not expressly licensed herein is expressly reserved by ETHICALLY+ and/or its licensors and partners. Subject to the User’s compliance with the terms and conditions of these ToU, Von Muziris grants a limited, personal, non-exclusive, non-transferable, non-assignable, license to the User, without any possibility of sub- license,to access and use the Platform, such license being granted for the duration of the ToU and for the territory on which the User is located. The licensed right of access and right to use enable the User to display all or part of the Platformand the Service in the context of this access and this use, for the whole duration of use of the Platform and/or theService. To the extent permitted by law, any right that is not expressly licensed herein is expressly reserved byVon Muziris and/or its licensors and partners.
The User is only authorized to access and use the Platform and/or the Service for professional reasons, and for his own internal needs (unless the ToU provide otherwise). The Member is responsible for any use that is made by any person who uses the Member’s login and password to access the Platform. To the extent permitted by applicable law, any other use that is not expressly authorized herein is expressly reserved by Von Muziris and/or its licensors and partners.
Hyperlinks to the Platform, which use techniques such as framing or in-line liking, are strictly forbidden.
The User hereby accepts not to remove and/or delete copyright notices, trademark notices, and/or notices of any other property rights, that would be mentioned on the Platform and/or the Service.

LICENSE ON THE CONTENTS

In connection with the use of Platform, Members may upload or publish Content on the Platform in accordance with its functionalities and in compliance with these ToU and applicable laws. Members shall further ensure that their Content does not infringe any third-party intellectual property rights.
In publishing Content through the Platform, the Member hereby grants to:
1. Von Muziris, a free, non-exclusive, assignable, transferable, sub-licensable, worldwide license, for the whole term of these ToU, so as to use, reproduce, represent, display, format, publish, and disseminate the Content in the context of the making available of the Platform and the Service, and to carry out any other act or activity in relation with such display, reproduction, representation, formatting, use, publication and/or dissemination, that is necessary or useful in the context of the provision of the Platform and the Service, on any other media (notably on any tangible or digital medium, in any press or financial release or publication, presentation material, promotional and/or advertising material, website), by any means, without restriction as to the number of copies, for internal, storage, advertising, promotional, marketing, communication, public relations purposes and for the purposes of implementing any partnerships or sponsorships with Von Muziris’s partners. The Member acknowledges that no use of its Content, which was made by Von Muziris prior to the Member’s deregistration, the deletion or closure of the Member’s account, or the termination of these ToU, may be challenged by the Member;
2. Von Muziris, a free, non-exclusive, assignable, transferable, sub-licensable, worldwide license, for the whole duration of the intellectual property rights, to use, reproduce and display the Contents in the aim of aggregating them, compiling them, anonymizing them and/or using them in any other form or format that does not making it possible to attribute them to, or associate them with, the Member, for statistical, research, analysis purposes and for the purposes of improving the Platform and/or the Service;
3. any User, directly, a free, non-exclusive, personal, non-transferable, non-sub-licensable, worldwide license, for the whole duration of the Member’s membership, to reproduce and represent the Content through the Service, for personal and/or professional purposes (depending on whether the User is a Member or not).
The Member acknowledges that its Content may be viewed on the Platform by any User who can access the Products.
The Member warrants that it is the exclusive owner, for the duration of the rights granted to Von Muziris and the Users, and for the whole world, of all of the rights necessary to exploit its Contents as provided herein, or that it holds the required rights to grant the license described herein.
In this respect, the Member shall indemnify Von Muziris, on first demand, with respect to any claim or action that may be taken or brought, on any account whatsoever, on the occasion of the exercise of the rights granted hereby to Von Muziris and/or the Users, by any person who would consider having any rights to claim in all or part of the Contents published by the Member and/or in their use by Von Muziris and/or the Users. The Member accepts to indemnify Von Muziris in the event a third party would make such a claim or take such an action against Von Muziris, and to bear any consequences, including financial consequences, that may result therefrom.
The Member is and remains solely liable for the Contents he publishes or disseminates through the Platform, and for their compliance with applicable laws and regulations. Von Muziris shall in no way be held liable for these Contents. In this respect, the Member is informed that his Contents are neither verified nor controlled by Von Muziris prior to their online publication. Von Muziris’s part shall be limited to hosting these Contents through the Platform and the Service.
Certain features and information on the Platform may contain third party content provided by and belonging to third party service providers and other stakeholders of the Platform (“Third Party Content”), such as images or other materials. Third Party Content is subject to copyright, trademark and other intellectual property rights of the respective owners of the Third-Party Content, who retain all rights therein. Any Third-Party Content is subject to their own license terms and licensed for use on the Platform only as separately stated on the Platform. To the extent you wish to use any Third-Party Content outside the Platform, you are responsible for procuring any necessary rights for such use from the owner of the Third-Party Content. Von Muziris expressly disclaims any liability in connection with your use of any Third-Party Content.
These ToU cover exclusively the Platform and its use. Any linked or integrated third party services and platforms are provided by the relevant third parties and covered by their terms of service or other agreement or licenses. Von Muziris does not assume any liability in regard to use of such third-party services and platforms, whether or not they are linked to or integrated in the Platform.
Von Muziris reserves the right, without prior notice nor indemnity, to modify or delete any Content that would be in breach of any provision of these ToU, to close or to delete the Member’s account, and to terminate these ToU with immediate effect, in the conditions set out in article 14.2

PROVEN FRAUD

In the case of proven fraud (fraudulent copy, handling of stolen property, illegal import, etc.), or upon request, Von Muziris reserves the right to disclose all necessary information, including personal information, to the competent authorities in charge of punishing these frauds and offences, notwithstanding any other recourse.

TERMINATION

This Agreement enters into effect on the date of acceptance by the User or whenever User starts using the Platform and continues until terminated either by User or Von Muziris.
User may elect to terminate this Agreement by cancelling its business account and access to Platform by using the functionalities provided on the Platform. Any purchase contracts between Seller and Buyer will however continue to apply until their termination as provided in the respective purchase contract and Von Muziris will continue to handle payments and collect commission fees in accordance with this Agreement.
Von Muziris may terminate this Agreement for any reason by providing fourteen (14) days prior notice.
Without prejudice to any other remedies, Von Muziris reserves the right to terminate this Agreement with immediate effect if the User materially breaches this Agreement with the following situations being described as material breaches:
1. in case of a breach of the sections 2.2, 6, 7, 11, and 12 ;
2. if Von Muziris is unable to verify or authenticate the information given by the Member, and the Member fails to follow up on Von Muziris’s requests for verification and/or authentication;
3. in case the Member’s behavior is potentially harmful for, detrimental to, and/or unfair for the Platform, Von Muziris and/or any Member.
If this Agreement is terminated: (i) the rights granted by Von Muziris to user will cease immediately; (ii) any sums owed by the User to Von Muziris shall become immediately due and payable; and (iii) User may, prior to termination, request reasonable additional time to export any User Generated Content, provided that Von Muziris can charge User for such extended access based on Von Muziris’ then-current standard fees
In the event of termination for whatever reason, it is expressly agreed by the Parties that any provisions, by essence, are intended to survive the termination of this Agreement, whatever the reason for such termination, will remain in force for the duration that is applicable to such provisions.

LIMITATIONS OF LIABILITY

Von Muziris shall not be liable for: (i) any indirect or consequential damages, including loss of profits or damage caused due to decrease or interruption in turnover, production or business; or (ii) destruction, loss, corruption or alteration of data (including User Generated Content), nor for any damages or expenses incurred as a result, including expenses involved in the reconstruction of data (including User Generated Content).
Von Muziris’ total aggregate liability towards the User under or in connection with this Agreement shall be limited to the payments made to Von Muziris hereunder during a period of three (3) months preceding the claim.
Von Muziris only has a ‘best efforts’ obligation as regards the making available of the Platform and the Service. Besides, Von Muziris, in its capacity as the host of Contents made available online by Members, accepts no liability whatsoever for the Contents published by the Members through the Platform, as Von Muziris carries out no prior control of these Contents.
Von Muziris gives no warranty whatsoever to the Buyers in relation to the Products, their compliance, their availability or their suitability to the Buyer’ needs. Only the Seller is liable for the Products, their availability, their compliance or their suitability to the Buyer’ needs, as well as for the Content, the information on the Products, and for any warranties given, if appropriate.
Save for gross negligence or willful misconduct, Von Muziris shall not be held liable for any damage potentially suffered by a User because of the use, or the impossibility to use, all or part of the Platform. Von Muziris shall not be liable either for any consequences which would have been caused by the internet network or by the User’s information system, such as a possible malfunctioning, failure or breakdown, delay, or interruption of access to the electronic communications network, including Internet.
Von Muziris shall in no way be responsible for the performance of the purchase contracts entered into between the Seller and the Buyer through the Platform. Consequently, the Buyer shall not hold Von Muziris liable for, nor make any complaint against, take any legal action against, or sue, Von Muziris in relation to any non-conformity of a Product with the order or with applicable regulations, to the non-compliance with economic regulations, to the use of the Products, or to the performance of the purchase contract between the Seller and the Buyer.
Finally, Von Muziris’s liability won’t be incurred in the event the non-performance or late performance of any one of its obligations would be attributable to an event or circumstance that is beyond Von Muziris’s control, and that could not have reasonably been foreseen at the time when these ToU were accepted, and which effects could not be avoided using appropriate measures (“force majeure”).
The limitations in this section 15 shall not apply in cases of intentional misconduct or gross negligence.

ASSIGNMENT

No Party may transfer, assign, or otherwise dispose of, all or part of its rights or obligations under this Agreement, with orwithout consideration, save with the other Party’s prior written consent.
As an exception to the foregoing, Von Muziris may freely transfer, assign, or otherwise dispose of all or part of its rights or obligations under this Agreement as part of a restructuring (including any merger, absorption, transfer or contribution of all or part of its assets, direct or indirect change of control).

GENERAL PROVISIONS

Von Muziris shall be entitled to sub-contract all or part of its obligations to any third-party subcontractor of its choosing. Von Muziris remains liable for these subcontractors’ actions and omissions. It is expressly agreed by the Parties that Von Muziris financing partner, (i.e. address of service provider) is a provider that is independent from Von Muziris and that does not act as a subcontractor of Von Muziris. Therefore, Von Muziris shall not be held liable to the Member for the actions or omissions of that financing partner.
Unless expressly provided otherwise, this Agreement shall not be interpreted as making a Party the attorney, agent, or representative of the other Party, nor as constituting memorandum and articles of association. The Parties’ willingness to be part of a company, as well as any joint and several liability toward third partiesor between the Parties are specifically excluded. So, each Party undertakes to refrain from doing anything that may mislead a third party in this respect, and to make no commitment, nor provide any guarantee, on behalf of the other Party, unless expressly provided otherwise in this contract.
Any formal notice or notice relating to the enforcement of this Agreement will be regarded as being validly given only if itwas sent to the domicile of the Party by registered letter with proof of receipt, unless expressly provide otherwise under this Agreement.
In the event any provision of this Agreement were found null, invalid or unenforceable by any court whatsoever in a final decision, that provision shall be deleted without this resulting in the nullity of this Agreement as a whole. The other provisions of this Agreement shall remain unchanged and shall continue to apply.
No forbearance, waiver or omission, regardless of the duration and number of them, in claiming/to claim the existence or a total or partial breach of any one of the provisions of this Agreement shall constitute a change, a deletion ofthis provision, or a waiver to invoke a prior, contemporaneous or later breach of the same provision or of other provisions. Such a waiver shall be of no effect unless it is expressed in a written document signed by the person who has been duly authorized to that end.
Von Muziris, on the one hand, and the User, on the other hand, are independent parties, each of which acting in its own name and on its own behalf. Unless expressly provided otherwise, this Agreement creates no bond of obedience,mandate, partnership, joint venture, employer/employee, principal/attorney, or franchisor/franchisee relationships between Von Muziris and each User.

FEES

The various pricing structures and Service options will be displayed on the Ethically+ website. Von Muziris reserves the right to amend the pricing structure from time to time. Any changes will be posted on Ethically+. Fees may be one-time payments, “pay per use” or subscription based, depending on the Service options and Information chosen.
All such payments and fees are due net of any bank charges, local taxes, levies, duties, and other applicable charges that may be imposed by any lawful authority.
In order to provide you continuous access to the Service and the Information, subscription plans will be automatically renewed on a recurring basis at the beginning of each new subscription term until cancelled by Licensee. You are responsible for providing and maintaining accurate and complete billing and payment method information to enable efficient billing. Should an attempt to process automatic payment fail or should you not pay for any subscription on time, Rapaport will suspend or cancel your subscription and your access to the Service and Information.
When you provide a payment method to Von Muziris, you are granting express consent and are expressly authorizing Von Muziris and our designated payment processors to automatically charge you for each period of your subscription. Unless otherwise provided in writing, fees for subscriptions will be charged on the same day each month/year (or closest day) until canceled. If you cancel a subscription, you will still have access to the Service until the subscription expiration date, unless you have opted for a partial refund of the unused period of your subscription.
You may cancel a subscription at any time through the account settings provided on www.ethicallyplus.com or by emailing contact@vonmuzris.com. Notice of cancellation must be received at least 10 business days prior to the next subscription term.
Von Muziris may change fees and Service options upon 30 days advance notice. Your continued use of the Service after notice of such changes constitutes your agreement to such changes.

APPLICABLE LAW - JURISDICTION

These ToU shall be exclusively governed by and construed in accordance with the laws of Finland, without giving effect to its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to these ToU, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be Finnish or English. The arbitral proceedings and award shall be confidential.
Any disputes between Users arising out of or in relation to these ToU or the respective purchase contract between the respective Users shall be finally settled between the relevant Users. Von Muziris is not required to intervene in the settlement of, or to settle such a dispute.

Terms of use

of the ETHICALLY+ Platform