ONEWAREHOUSE TERMS OF SERVICE

OneWarehouse aims to provide you with stacking and storage of goods, warehouse management, and inbounding, putaway, tallying, and outbounding of goods or other services that OneWarehouse agrees to provide you (“the Service”). In these Terms of Service, “we”, “us”, and “OneWarehouse” refer to the applicable OneWarehouse Contracting Party (as defined in Article 13 of these Terms of Service). The Service is contracted between you and the OneWarehouse Parties. For your protection, please read the following OneWarehouse Terms of Service, including all other terms referenced or linked to therein (including, but not limited to, the OneWarehouse Storage Policy, hereinafter referred to as the “Storage Policy”, applicable to the scope of services you use) (hereinafter referred to as the “TOS”). By applying for, being reviewed, completing the registration and activation process, or starting or continuing to use the Service with our consent, we will deem that you have fully understood and agreed to be bound by all of the TOS. We reserve the right to update and change the TOS by posting updates and changes on the OneWarehouse platform, including www.onewarehouse.net,www.onewarehouse.cn (“OneWarehouse Platform”)and its sub-domain websites and the OneWarehouse user management backend. Please check the TOS occasionally for any updates or changes that may affect you. If you do not accept such changes, you must discontinue using the Service, and your continued use of the Service will be deemed your agreement to the updated terms.

Article 1 Membership Restrictions, Registration, and Security

1. You must be a member under the TOS to use the Service. Your application and membership registration are subject to our review of your identity, including but not limited to review of whether your goods are suitable for storage under our Service. You should submit the following materials, including but not limited to documents, pictures of goods, descriptions, information, etc., as instructed by us. You will become a member and then use the Service after you have passed our identity check.
2. You acknowledge that you are entitled to enter into this TOS (including but not limited to total capacity) with us under the applicable laws and that you are not subject to any injunction, sanction, regulation or restriction by any competent authority or judicial body that has or may restrict your use of the Service.
3. Before you may become a user of OneWarehouse, you must read ONECLUB Terms of Use, ONECLUB Privacy Policy (collectively, “ONECLUB Terms”). If you have any questions with respect to the terms and conditions of this TOS or ONECLUB Terms, please inquire through OneWarehouse representative.If you do not agree to the TOS and ONECLUB Terms, please do not proceed to use or access OneWarehouse or the Service.
4. If you apply for registration to use the Service on behalf of your company, corporation, or other entity (hereinafter referred to as “the Entity”), you warrant that (i) you are legally authorised by the Entity to make such representations; (ii) the Entity understands and agrees to all of the terms and conditions of the TOS and is willing to be bound by them; (iii) you and the Entity are not subject to any law, order, or penalty prohibiting the use of the Service. All promises and warranties made by you to us under the Service shall be deemed to be promises and warranties made by the Entity.
5. If you are under 18 years of age or under the legal age of majority in your jurisdiction of residence or in the jurisdiction in which you use the Service, you may not use the service until your parent or legal guardian agrees to register and approve your use of the service on your behalf.
6. To facilitate our identity checks, you agree and authorise us to collect and then entrust a third party to process and use your such information to provide your use of the Service and coordinate and allow us to transfer the identity-related information (which may include personal information) you provide under the Service to the third party we entrust.
7. We may make specific reasonable requests for identity and item audits, which you shall comply with within a specified period, such as requests for financial information or guarantees. You acknowledge and agree that such proposals are necessary for the provision of the Service, that you will not refuse them, and that you understand that refusal or failure to meet such deadlines may affect your right or time to obtain membership and use the Service.
8. You warrant that any information, including but not limited to your identity, items, and goods, provided to us or the service provider during registering for and using the Service is complete, accurate, and current. If such information is subsequently changed, you will notify us immediately in a manner acceptable to us. In addition to cancelling or suspending your use of the Service at any time, we may refuse to provide all or part of the Service or its functions to you at any time if we later discover data discrepancies or changes and you do not notify us as required by this section. We shall not be liable for any liability, compensation, obligation or loss of damage in connection.
9. You further agree to notify us immediately of any changes in information that you do not anticipate, including but not limited to changes in your material financial condition, the commencement of bankruptcy or liquidation proceedings, discipline, sanctions, or restrictions imposed by government or tax authorities.
10. We reserve the right to deny your membership application and access to certain services and suspend or cancel your membership. The features or services on OneWarehouse may limit their availability to you, so even if you have a membership, there is no guarantee that you will be able to use all of our Service or that all of your goods can use our Service.
11. If you and the OneWarehouse Contracting Party have signed a separate service agreement (including supplementary agreements and attachments) (“Service Agreement”) regarding the services of OneWarehouse, the Service Agreement shall prevail for any inconsistency between these TOS and the Service Agreement. Where the ONECLUB Terms is inconsistent with the TOS, the provisions of the TOS shall prevail.

Article 2 Use of the OneWarehouse Platform

1. The Service aims to support tallying goods until they are delivered. We authorize you to use specific software systems on the OneWarehouse Platform. Upon your instruction, we receive, store and issue goods for you by the TOS. We may engage our affiliates or partners to provide the software system and the Service.

2. The TOS are not a contract of sale of the OneWarehouse Platform, and we reserve all rights not granted to you under these TOS. The OneWarehouse Platform and all information on the platform are under the protection of intellectual property laws and regulations.
3. By agreeing to your membership registration, we grant you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the OneWarehouse Platform and the Service under the TOS.
4. We may make updates or adjustments to the Service system to optimize the Service. You agree to cooperate with us for adjustments and settings of the service based on our instructions. And you agree that any refusal to cooperate may result in your inability to use the Service.
5. You acknowledge and agree that we do not warrant that there will be no change in the Service provision and agree not to treat any change in the Service as a defect or incomplete performance by us under the TOS. If your rejection of the above and this Clause results in your inability to use the Service, you agree that we will not be required to refund the service fees paid by you or otherwise be liable to you.
6. If you do not agree to the TOS, any part of it, or any law, regulation, order or policy that you are subject to excludes some or all of the contents of the TOS, please stop using the Service immediately and notify us.
7. You may not install any additional hardware or software programs on the OneWarehouse Platform without our consent, and we may suspend or terminate your use of the Service, in whole or in part, if you do so. You shall be fully liable for any losses, damages, expenses or other costs incurred by us or any third party.

Article 3 Use of the Service

1. We will provide the following services under these TOS and by your reasonable and lawful instructions:

1. Inbounding of goods: that means delivering your items to relevant warehouses and storing them in such warehouses after our acceptance;
2. Acceptance: that means checking your items with your data in the system during your inbounding of goods.
3. Putaway: that means placing your goods in the appropriate warehouse area based on the content and the size, type, quantity, packaging and other features of your goods. We will reserve the full discretion as to the specific area of the warehouse where your goods shall be placed.
4. Tallying: that means picking goods, verification by scanning, checking over goods for outbounding, pasting address labels and outbounding orders, preparing outbounding lists, pasting outbounding mark, and other operations.
5. Outbounding of goods: that means handing out your goods to relevant distributors after tallying. Such distributors shall be responsible for distributing the goods. “Outbounding” under the TOS does not include the service of distribution.
6. Return of goods: that means that your goods are returned to the warehouse by the distributor or a third party after outbounding due to the rejection of the recipient or for any other reason.
7. "Warehouse" means any physical space owned by or licensed to OneWarehouse or its designated third party to store your goods.
8. "Goods" means items submitted to us by you as a Member that meet our specifications for the nature, size, legality, and security of the Goods and for which we have agreed to provide the Service by the TOS.

2. The specific scope of services to be used by you under the Service shall be subject to the range of services, charges, and methods agreed between you and us at the time of using the Service.

3. You shall provide an inbounding or outbounding notice before an inbounding or outbounding of goods, and specify the number, name, specifications, order number, quantity and other information of the goods as per our instructions.

4. You agree that the status, inbounding and outbounding records and quantity of your goods shall be as recorded in the Service System or as notified by you to us.

5. You may not use the OneWarehouse Platform and the Service in connection with any of the following:

(a) Operate illegally, lose your business status or license or engage in a business venture that is not legally registered;

(b) Store or distribute viruses or other programs that damage or interfere with computer systems or data, or engage in conduct that damages or interferes with the proper functioning of the OneWarehouse Platform;

(c) Use the OneWarehouse Platform and the Service for purposes other than those intended by the Service, generate competitive products, or derive, reproduce or copy the OneWarehouse Platform and the Service, in whole or in part;

(d) Any other conduct we have reasonable grounds to believe is inappropriate.

6. You warrant that using the OneWarehouse Platform and the Service shall be subject to the following requirements:

(a) You are responsible for the lawful origin of the Goods and warrant that you have an ownership or independent disposal of the Goods, that the Goods are not subject to any pledge or security, and that the Goods and packaging do not infringe the intellectual property rights of any third party;

(b) You may not entrust us with storing, managing, or delivering items that fall under the following OneWarehouse prohibited items list:

(i) dangerous goods such as radioactive, explosive, flammable, toxic, hazardous, and corrosive;

(ii) firearms, firearm parts (including imitation firearms and their components) and ammunition, flares, knives, and other items;

(iii) controlled waste;

(iv) living organisms or parts of living organisms;

(v) human tissue;

(vi) drugs;

(vii) items capable of contaminating others by odour or otherwise unless securely packaged in a closed container;

(viii) any item that, in the reasonable opinion of OneWarehouse, does not meet the conditions of safe or lawful possession or transportation;

(ix) any dangerous goods as defined by the International Air Transport Association (IATA), the International Civil Aviation Organization (ICAO), and other relevant governmental authorities or organizations;

(x) any article whose possession or carriage is prohibited by local or international law in the place of service;

(xi) any article that Customs requirements have not declared.

(c) You should accurately, completely and adequately provide us with the contents, size, quantity, declared value, and description of the goods and such other information relating to the goods as we may reasonably require from time to time;

(d) Pack, label, and mark the goods securely and adequately;

(e) In the case of imported goods, be taxed by the law and not be an unannounced permitted import by the competent Government;

(f) In the case of special government-controlled items (such as alcoholic beverages, controlled pharmaceuticals, foodstuffs, and cosmetics.), you shall notify us at the time of your application for inbounding of goods and provide written proof that the items meet the requirements of the Laws and regulations or are eligible.

If we reasonably believe that the items you submit to us violate the preceding, we may, at our sole discretion, refuse, return, or dispose of the items at your expense. If you violate any of the preceding, you shall indemnify us and hold us harmless from and against all losses, costs, penalties, and expenses, including reasonable attorneys' fees, incurred and paid by us due to your failure to perform this obligation fully. 

7. We have the right to inspect the integrity of the packaging of the goods you submit and may also randomly check the goods to confirm the authenticity and accuracy of the information provided by you. We will notify you if a random inspection reveals defects such as damage or shortages that are inconsistent with the inbounding notice, you will be required to pick up the defective goods and will be charged by us for the cost of putaway of such goods. However, you acknowledge and agree that we have no obligation to guarantee the accuracy of your information because our acceptance is part of the inbounding process and does not represent or warrant the completeness, integrity, accuracy, or any information and condition of your goods.

8. If your goods may be subject to investigation or inspection by the Government or us because of their nature, you agree to notify us of such possibility before inbounding of the goods and notify us immediately upon receipt of such investigation or inspection notice. Suppose the Government requires to enter the Warehouse or requires our cooperation in an investigation or inspection for any of the above reasons, you shall cooperate in such inspection or review and bear the related costs.

9. If your goods need to meet the requirements of the competent authorities regarding temperature and humidity, or are fragile, perishable, moldy or require special attention during handling, or if you have any other needs regarding picking or tallying, you should notify us in advance. We have the right to decide at our discretion whether to provide the appropriate service for goods requiring special attention. Unless otherwise agreed in writing before delivery of the goods for storage, we are not responsible for storing the goods in a temperature or humidity-controlled environment or for loss or damage caused by perishable, decaying or mouldy goods. You agree to knowingly accept that we will store the goods in an environment that is not temperature/humidity controlled. We are not responsible for any loss or damage to the goods or legal liability resulting from fluctuations in the Warehouse's temperature range or humidity levels.

10. If the goods are in poor condition that may affect other Service users of the Service, you agree that we may handle the goods at your expense.

11. Unless otherwise agreed by both parties, we will ship the goods in their original packaging or the packaging provided by you.

12. We may suspend providing all or part of the Service or performing all or portion of our obligations if you breach the TOS or any agreement relating to the Service. We may also terminate your use of the Service as appropriate. You shall also be liable for all damages and reimbursement of expenses incurred by us due to such damages or costs. If you submit a deposit, you agree that we may deduct an equivalent amount against it and you shall reimburse us for any shortfall. You agree that we may, at any point in time, for reasonable cause, increase the amount of the deposit you are required to provide and require you to supplement it.

Article 4 Service Charges and Settlement

1.   When you use the Service, we will charge you the corresponding storage, operation, delivery, and other service fees (hereinafter referred to as "storage service fees") according to your chosen service plan and the scope of service. In the event a Service Agreement is not signed, the items, calculation method, and amount of each service fee shall be based on the notice we send to you (including but not limited to quotation or agreement) or published on the relevant website of the Service. In case of conflict between the two, the latest version shall prevail.
2.   In the event a Service Agreement is not signed, we may adjust the Service fees and content at any time. Adjustments may be posted in the TOS, on the Service's relevant web pages, or notified to you by us and shall be effective on the date or in the manner agreed to according to the scope thereof.
3.   You may receive a notice from us informing you of the content, price, and calculation of each service item before you use the Service, but such notice shall be no guarantee that you will be able to use the Service.
4.   Unless otherwise agreed in writing by both parties, your storage service fee will be billed by us to you every month according to the actual service items, the size of the warehouse used, the entrusted objects, etc. We will send you a monthly statement of the storage service fee, and you shall pay us the amount shown on the statement fourteen days after the report date. Suppose there is any objection to the bill, you should notify us within seven days after the date of receiving the statement. Both parties should discuss amicably to complete the verification and confirmation of the relevant fees as soon as possible. Failure to raise objection before the above time shall be considered as acceptance. You shall first pay the fees that both parties do not dispute, and our receipt of part of the fees paid by you does not relieve you of the responsibility to continue to pay the remaining expenses.
5.   If you engage us to provide collection services besides the TOS or the Service, you agree that we shall be entitled to deduct the storage service fee from the collection amount. If the collection amount is insufficient to cover the storage service fee, you shall still pay us the difference.

Article 5 Force Majeure

1. Force majeure, as outlined in the TOS, shall mean natural disasters, war, terrorist attacks, violent attacks, mass movements, embargoes and blockades, riots, strikes by businesses related to the Service, and governmental orders or policy interventions.
2. If we cannot fulfil our obligations under the TOS due to force majeure, you agree that we shall not be liable for any breach of contract or damages.

Article 6 Privacy and Information Security

1. We will protect the security of personal information according to the Personal Information Protection Act and relevant laws and regulations, as well as the provisions of the ONECLUB Privacy Policy.
2. We value the security of your information and will take commercially reasonable steps to protect it. However, you should ensure the safety of your information system to prevent unauthorized access to, acquisition of, alteration of, or destruction of business records or your personal information.
3. After registering as a member, you are responsible for keeping your account and password and relevant privileges securely to avoid phishing, hacking, cyber-attacks, or information leakage and to monitor for abnormalities at all times. Any actions under your account on this service system shall be deemed as your actions, for which you are solely responsible. Except with our prior written consent, you may not disclose or provide your account and password to any third party, rent, lend, or sell your account to any third party, or place any security or other encumbrance on the Service , or cause any third party to use the Service through your membership status in any paid or unpaid manner. We cannot be, and will not be, liable for any loss or damage caused by your failure to maintain the security of your account and password.
4. If you discover or suspect that your rights to use the Service are being misused or abused by others, you should notify us immediately so we can promptly take appropriate action. Unless otherwise provided in these TOS, you shall not construe our preceding action as our express or implied obligation to compensate or indemnify you in any way.
5. You shall be solely responsible for all losses and damages arising from any misuse of your right to use the Service if:

(i) You do not keep safe any account password that can access the Service.

(ii) You provide the account password to access the Service to others.

(iii) You fail to use the security mechanisms provided by us.

(iv) Any other intentional or grossly negligent act by you results in someone else being able to use the Service through your identity or website.

6. When you register an account on OneWarehouse, your account will automatically become an ONECLUB account and can be used to access other ONECLUB product portals or APPs.
7. The TOS's termination, cancelation, or expiration shall not invalidate this Article.

Article 7 Term and Termination of the TOS

1. The TOS shall commence when both parties agree on your use of the Service and shall be in force until either party terminates or cancels the use of the Service.
2. You may terminate your use of the Service and the contractual relationship established by the TOS and cancel your account under the Service after giving us adequate notice and completing the procedures according to the TOS and the guidelines of the Service system.
3. We may suspend all or part of the Service to you and may terminate your contractual relationship with us under the TOS at any time under the following circumstances: your identity changes or does not meet our requirements, you violate the TOS, your account involves legal or credit or other risks, we reasonably suspect that you are involved in a violation of law, you submit false identification data, or there are any circumstances that we determine may affect your eligibility to use the Service.
4. Further, at any time and in our sole discretion, we may suspend your use of the Service, in whole or in part, or close your account upon notice.
5. Upon termination of these TOS, we may bill you for storage services pursuant to Article 5, or request your payment earlier or later as otherwise notified by us.
6. Upon termination of these TOS, you shall collect your goods still in storage at your expense within a designated period specified by us. If you do not take the goods within the specified period, you will be deemed as giving up the ownership of relevant goods. You agree that we may discard, store, sell, or dispose of the goods and claim against you all disposal costs (including but not limited to our labour costs, i.e. the costs of engaging a third party to handle the goods).

Article 8 Limitation and Exemptions

Article 9 Confidentiality

Article 10 Notice

Article 11 Modifications, Updates, and Interpretation of the TOS

1. You agree that we may modify the TOS in part or whole at any time and notify you of such modifications or post them only on the TOS page. You should check the TOS occasionally to confirm the latest content. You shall comply with the updated TOS once we have posted it and it has become effective.

2. Your continued use of the Service constitutes your acceptance of the then-current and updated TOS.

3. Matters not specified on the TOS page shall be determined by the quotations, paper agreements, Storage Policy, related mechanisms, methods, processing procedures, related instructions, contracts, rules of use, cautions, and limitations (hereinafter referred to as Service Information) published on the OneWarehouse Platform (including Storage Policy) or otherwise agreed between you and us. Service information is deemed to be part of the TOS. If there is no conflict, the Service Information shall have the same effect as the TOS; if there is a conflict, the TOS shall prevail.

4. Unless otherwise agreed between you and us, the Service Information may be modified by us from time to time, and you should check the Service Information from time to time to confirm the latest content. You should comply with the updated Service Information once we have posted it and it has become effective.

5. You agree that we reserve the right of final interpretation of the TOS and the Service Information.

Article 12 Other Agreements

1. Except as agreed by us or as outlined in these TOS, no third party other than you shall have any rights under these TOS.
2. You agree that we may transfer the Service and its rights and obligations to a third party. When transferring, we will assign the rights and obligations of the Service and related information to the third party, who may continue to provide the Service.
3. If one part of the TOS is invalid, the other parts shall remain in full force and effect. 
4. If you use the Service, we both agree that the communications relevant to the Service shall be via electronic form.

Article 13 OneWarehouse Parties, Governing Law and Jurisdiction

（Last updated: 4 July 2023）