Terms of Service

⚠️ IMPORTANT NOTICES — PLEASE READ BEFORE PROCEEDING

ARBITRATION AND CLASS ACTION WAIVER. ARTICLE XXV OF THESE TERMS CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION, AND A WAIVER OF TRIAL BY JURY. EXCEPT AS PROVIDED IN SECTION 25.3, ARBITRATION IS THE EXCLUSIVE FORUM FOR RESOLUTION OF DISPUTES BETWEEN YOU AND SZNMART. YOU MAY OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS UNDER SECTION 25.9.

LIMITATION OF LIABILITY. ARTICLE XXI LIMITS SZNMART'S LIABILITY TO YOU. PLEASE READ IT.

DISCLAIMER OF WARRANTIES. ARTICLE XX DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

PREAUTHORIZED CHARGES. SECTION 7.4 AND THE PROGRAM TERMS AUTHORIZE SZNMART TO CHARGE YOUR SAVED PAYMENT INSTRUMENT AUTOMATICALLY UPON THE OCCURRENCE OF EVENTS YOU INITIATE, INCLUDING ACCEPTANCE OF A NAME-YOUR-PRICE OFFER AND THE CLOSE OF A BID ZONE AUCTION IN WHICH YOU ARE THE WINNING BIDDER.

FORFEITURE OF CREDITS. PARTICIPATION IN THE BID ZONE RESULTS IN THE FORFEITURE OF CREDITS IF YOU ARE NOT THE WINNING BIDDER. SEE ARTICLE XII AND THE PROGRAM TERMS.

---

PREAMBLE

These Terms of Service (these "Terms") constitute a legally binding agreement between [LEGAL ENTITY NAME], a [STATE OF FORMATION] [corporation / limited liability company] with its principal place of business at [REGISTERED ADDRESS] ("Sznmart," "we," "us," or "our"), and the individual or entity accessing or using the Services ("you," "your," or "User").

Sznmart operates an online marketplace at sznmart.com through which independent third-party merchants offer goods for sale to consumers through four distinct transaction modalities: fixed-price sale, buyer-initiated price negotiation, ascending-bid auction, and scheduled declining-price sale. Sznmart additionally facilitates advance-commitment transactions in the form of pre-orders and all-or-nothing crowdfunding campaigns.

BY CLICKING "I AGREE," CREATING AN ACCOUNT, PLACING AN ORDER, SUBMITTING AN OFFER, PLACING A BID, BACKING A CAMPAIGN, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL DOCUMENTS INCORPORATED BY REFERENCE IN SECTION 2.3. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICES.

---

ARTICLE I — DEFINITIONS

1.1 As used in these Terms, capitalized terms have the meanings set forth below. Definitions apply equally to singular and plural forms.

"Account" means the credential-protected profile through which a User accesses the Services.

"Acceptable Use Policy" or "AUP" means the policy of that name published at /legal/acceptable-use, as amended.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with that Person, where "control" means ownership of more than fifty percent (50%) of voting securities or the power to direct management and policies.

"Applicable Law" means all statutes, regulations, rules, ordinances, orders, judgments, decrees, and binding guidance of any Governmental Authority applicable to a Person or transaction.

"Backer" means a Buyer who commits funds to a Campaign.

"Bid" means a binding offer to purchase a Listing at a stated dollar amount submitted through the Bid Zone.

"Bid Zone" means the ascending-bid auction modality described in Article XII and the Program Terms.

"Business Day" means any day other than a Saturday, Sunday, or day on which federal banks in [GOVERNING LAW STATE] are authorized or required by law to close.

"Buyer" means a User who purchases, offers to purchase, bids upon, pre-orders, or backs Goods through the Services.

"Buyer Protection" means the resolution program described in Article XI.

"Campaign" means an all-or-nothing crowdfunding project listed through the Services.

"Chargeback" means a reversal of a payment initiated by a Buyer through the Buyer's card issuer, bank, or payment network.

"Confirmation" means the electronic notice by which Sznmart, acting on behalf of a Seller, accepts a Buyer's offer and forms a Sale Contract under Section 5.2.

"Content" means all text, images, data, audio, video, software, and other material made available through the Services.

"Credits" means the promotional loyalty units described in Article XII and Article II of the Program Terms.

"Cycle" means the recurring period over which a Drop Zone price schedule runs, resetting at its conclusion.

"Deal Zone" means the buyer-initiated price negotiation modality (also called "Name Your Price" or "NYP") described in Article XII and the Program Terms.

"Drop Zone" means the scheduled declining-price sale modality described in Article XII and the Program Terms.

"Floor Price" means the undisclosed minimum price at or above which a Seller has authorized automatic acceptance of a Deal Zone offer, or the terminal price of a Drop Zone Cycle, as context requires.

"Goods" means tangible personal property and, where expressly designated, digital products offered through the Services.

"Governmental Authority" means any federal, state, local, or foreign government, agency, regulatory body, or court.

"Listing" means an offering of Goods published through the Services by a Seller or by Sznmart.

"Marketplace Facilitator" has the meaning given in the applicable state statute imposing sales and use tax collection obligations on operators of online marketplaces.

"Order" means a Buyer's submitted request to purchase Goods.

"Payment Instrument" means a credit card, debit card, bank account, digital wallet, or other means of payment presented by a Buyer.

"Payment Processor" means [PAYMENT PROCESSOR] and any successor or additional processor engaged by Sznmart.

"Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated association, or Governmental Authority.

"Privacy Policy" means the policy of that name published at /legal/privacy, as amended.

"Program Terms" means the Program Terms — Bid Zone, Deal Zone, Drop Zone & Credits published at [/legal/program-terms], as amended.

"Reference Price" means a comparative price displayed in strikethrough, "was" format, or as the denominator of a stated percentage saving.

"Sale Contract" means the contract of sale between a Buyer and a Seller formed in accordance with Section 5.2.

"Seller" means a Person other than Sznmart that lists, offers, or sells Goods through the Services.

"Seller Agreement" means the agreement of that name published at /legal/seller-agreement, as amended.

"Seller of Record" means the Person holding title to Goods immediately prior to sale and bearing the obligations of a seller under Applicable Law.

"Services" means the Sznmart website, mobile applications, application programming interfaces, seller tools, customer support channels, and all related services operated by Sznmart.

"Sznmart Direct" means Goods for which Sznmart is the Seller of Record, conspicuously identified as such on the Listing.

"User Content" means Content submitted, posted, transmitted, or otherwise made available by a User, including reviews, ratings, photographs, questions, answers, and messages.

1.2 Rules of construction. (a) "Including," "includes," and "include" mean "including without limitation." (b) "Or" is not exclusive. (c) Headings are for convenience only and do not affect interpretation. (d) References to a statute or regulation include any successor and any implementing rules. (e) References to a document incorporated by reference are to that document as amended from time to time. (f) These Terms have been drafted by both parties for purposes of construction, and no rule of construction requiring interpretation against the drafter shall apply.

---

ARTICLE II — ACCEPTANCE, FORMATION, AND ELECTRONIC CONTRACTING

2.1 Manifestation of assent. You manifest assent to these Terms by any of the following: (a) clicking a button or checking a box affirmatively indicating agreement; (b) creating an Account; (c) placing an Order; (d) submitting a Deal Zone offer; (e) placing a Bid; (f) backing a Campaign or placing a pre-order; or (g) continuing to use the Services after notice of amendment under Article XXIV.

2.2 Capacity and authority. You represent and warrant that (a) you have the legal capacity to enter into a binding contract; (b) if acting on behalf of an entity, you are duly authorized to bind that entity, and "you" includes that entity; and (c) your entry into these Terms does not violate any other agreement to which you are a party.

2.3 Documents incorporated by reference. The following are incorporated into and form part of these Terms with the same force as if set out in full:

2.4 Order of precedence. In the event of conflict, the following order governs, from highest to lowest authority: (a) any separately executed written agreement between you and Sznmart expressly superseding these Terms; (b) the Seller Agreement, as to a Seller's selling activity; (c) the Program Terms, Crowdfunding & Pre-Order Terms, Returns & Refunds Policy, and Shipping & Delivery Policy, each as to the subject matter it addresses in detail; (d) these Terms; (e) all other incorporated documents.

2.5 Electronic records, signatures, and consent.

(a) You consent to transact business electronically and agree that these Terms, all incorporated documents, all Confirmations, and all notices delivered under Article XXIX satisfy any requirement that a record be in writing.

(b) You agree that your electronic assent constitutes an electronic signature under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act as enacted in your jurisdiction, having the same legal effect as a handwritten signature on a paper record.

(c) Hardware and software requirements. To access and retain electronic records you require: a device with internet access; a current version of a commercially available web browser supporting 128-bit encryption; a valid email address; and software capable of viewing PDF and HTML documents. If these requirements change in a manner creating a material risk that you will be unable to access or retain records, we will notify you and afford you the right to withdraw consent without penalty.

(d) Withdrawal of consent. You may withdraw consent to electronic records by written notice to [LEGAL EMAIL]. Withdrawal terminates your ability to use the Services, because the Services cannot be provided on a paper basis. Withdrawal is prospective only and does not affect the validity of records delivered before withdrawal.

(e) Paper copies. You may request a paper copy of any record by writing to [REGISTERED ADDRESS]. We may charge a reasonable fee of $[X] per document, disclosed before we process the request.

(f) Updating your contact information. You must keep the email address on your Account current. Delivery to the email address of record is effective notice whether or not you actually receive or read it.

---

ARTICLE III — ELIGIBILITY, ACCOUNTS, AND SECURITY

3.1 Minimum age. The Services are not directed to and may not be used by any Person under thirteen (13) years of age. Sznmart does not knowingly collect personal information from children under 13. See Privacy Policy § 2.5 and the Children's Online Privacy Protection Act, 15 U.S.C. § 6501 et seq.

3.2 Restricted features — age of majority. Notwithstanding Section 3.1, you must be at least eighteen (18) years of age and possess the legal capacity to contract in order to: (a) place a Bid; (b) earn, hold, or expend Credits; (c) submit a Deal Zone offer; (d) back a Campaign or place a pre-order; or (e) register as a Seller. Sznmart may require documentary age verification at any time and may suspend access to Restricted Features pending verification.

3.3 Minors between 13 and 18. A User who has attained 13 but not 18 may hold an Account and transact in the standard fixed-price modality only with the involvement of a parent or legal guardian who assents to these Terms on the minor's behalf and assumes responsibility for the minor's activity, including all financial obligations. A transaction voidable by reason of infancy may be disaffirmed only in accordance with Applicable Law, and the minor must return any Goods received in the condition received.

3.4 Account registration. You must provide true, accurate, current, and complete information and maintain it as such. Sznmart may refuse registration, or suspend or terminate an Account, in its discretion.

3.5 Credential security. You are solely responsible for maintaining the confidentiality of your credentials and for all activity occurring under your Account, whether or not authorized by you, except to the extent such activity results from Sznmart's failure to maintain commercially reasonable security. You must notify [SECURITY EMAIL] immediately upon becoming aware of any unauthorized access. You must enable multi-factor authentication where offered for Restricted Features.

3.6 One Account per Person. Except with our prior written consent, you may maintain only one Account. Maintaining multiple Accounts to evade limits, suspensions, Credit caps, Deal Zone offer limits, or Bid Zone integrity controls is a material breach and grounds for termination of all associated Accounts.

3.7 No transfer. Accounts are personal to the User. You may not sell, rent, lease, assign, or otherwise transfer an Account. Accounts do not pass by operation of law, including by inheritance, except as required by Applicable Law.

3.8 Reinstatement. A Person whose Account has been terminated for cause may not register a new Account without our prior written consent. Any Account so created is void ab initio, and any Order, Bid, offer, or Credit balance associated with it may be cancelled without refund or compensation, except for the return of amounts paid for Goods not delivered.

3.9 Restricted parties and sanctions. You represent and warrant, on a continuing basis, that you are not: (a) located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to comprehensive sanctions administered by the U.S. Department of the Treasury Office of Foreign Assets Control ("OFAC"); (b) identified on OFAC's Specially Designated Nationals and Blocked Persons List, the Bureau of Industry and Security Entity List or Denied Persons List, or any other restricted-party list maintained by a Governmental Authority; or (c) owned or controlled by, or acting on behalf of, any such Person. See the Trade Compliance & Financial Crime Policy.

---

ARTICLE IV — NATURE OF THE MARKETPLACE; ROLE OF SZNMART

4.1 Venue, not merchant. Except with respect to Sznmart Direct Listings, Sznmart is not a party to any Sale Contract. Sznmart provides a venue at which Sellers list Goods and Buyers transact, together with payment facilitation, dispute resolution, and policy enforcement.

4.2 No possession, title, or inspection. Except for Sznmart Direct Goods, Sznmart does not manufacture, design, test, certify, inspect, warehouse, or take title to any Goods. Sznmart makes no representation or warranty concerning any Goods sold by a Seller.

4.3 Seller of Record. For each Listing other than Sznmart Direct, the Seller is the Seller of Record and bears all obligations of a seller under Applicable Law, including obligations of merchantability, description, safety, labeling, and warranty.

4.4 Limited payment agency. Each Seller appoints Sznmart as its limited agent solely for the purpose of accepting payment from Buyers. Payment by a Buyer to Sznmart discharges the Buyer's payment obligation to the Seller in full, whether or not Sznmart has remitted the corresponding amount to the Seller. Sznmart is not a bank, trustee, escrow agent, or fiduciary and does not extend credit.

4.5 No endorsement. Placement, ranking, badging (including "verified seller" indicators), search position, and seasonal featuring reflect algorithmic and commercial criteria. They do not constitute an endorsement, certification, or warranty by Sznmart of any Seller or Good.

4.6 Interactive computer service. Sznmart is an interactive computer service provider within the meaning of 47 U.S.C. § 230(f)(2) and does not become the publisher or speaker of Content provided by another information content provider by reason of hosting, screening, ranking, or removing it. Nothing in this Section limits any obligation Sznmart has as a Marketplace Facilitator, as an online marketplace under 15 U.S.C. § 45f, or under any law expressly excluded from Section 230 by 47 U.S.C. § 230(e).

4.7 Sznmart Direct. Where a Listing states "Sold and shipped by Sznmart," Sznmart is the Seller of Record and these Terms apply to Sznmart in that capacity, together with the enhanced return rights in the Returns & Refunds Policy.

---

ARTICLE V — LISTINGS AND FORMATION OF SALE CONTRACTS

5.1 Listings are invitations to treat. A Listing, a displayed price, a Drop Zone schedule, and the presence of Goods in your cart each constitute an invitation to treat and not an offer capable of acceptance. Your Order, offer, Bid, pledge, or pre-order constitutes your offer to purchase.

5.2 Formation. A Sale Contract is formed only upon the earliest of:

(a) transmission by Sznmart of a Confirmation identifying the Goods, quantity, and price; (b) in the Bid Zone, the close of an auction with you as the highest qualifying bidder, subject to successful authorization of your Payment Instrument; (c) in the Deal Zone, our transmission of an acceptance of your offer or your acceptance of our counter-offer, in each case subject to successful authorization; (d) for a Campaign, the moment the Campaign attains its funding goal on or before its deadline; or (e) shipment of the Goods.

An automated acknowledgment of receipt of an Order is not a Confirmation and does not form a Sale Contract.

5.3 Additional or different terms. Any additional or different terms proposed by you — whether in a purchase order, correspondence, or otherwise — are expressly rejected and shall not become part of any Sale Contract notwithstanding U.C.C. § 2-207 or any similar rule. Acceptance is expressly conditioned on assent to these Terms.

5.4 Right to refuse, limit, or cancel. Sznmart or the Seller may refuse, limit, or cancel any Order, in whole or in part, before shipment, including where:

(a) the Goods are unavailable or the Listing has been withdrawn; (b) a material pricing or descriptive error has occurred (Section 6.4); (c) authorization of the Payment Instrument fails, is reversed, or is flagged by fraud controls; (d) the Order appears to violate these Terms, the AUP, the Prohibited & Restricted Items Policy, or Applicable Law; (e) shipment to the destination is prohibited or impracticable; (f) quantity limits are exceeded or the Order bears indicia of purchase for resale; (g) the Order is placed by a Person whose Account has been terminated; or (h) a Governmental Authority directs or Applicable Law requires cancellation.

Where Sznmart cancels after collecting payment, Sznmart shall refund the full amount collected. Refund of the amount collected is the Buyer's sole and exclusive remedy for cancellation under this Section.

5.5 Quantity limits. Sznmart may impose limits per Listing, Account, Payment Instrument, shipping address, or household.

5.6 Availability. Availability displays are estimates derived from Seller-supplied data and are not warranties. Goods displayed as available may sell out, including during checkout and including in the Drop Zone before a Cycle reaches its Floor Price.

---

ARTICLE VI — PRICING, REFERENCE PRICES, AND ERRORS

6.1 Currency and inclusions. Prices are stated in United States Dollars unless otherwise indicated and are exclusive of shipping charges and taxes unless the Listing or checkout page states otherwise.

6.2 The operative price. The price binding upon you is the price displayed at the moment you complete checkout. Display of a price in a cart, wishlist, search result, notification, or Drop Zone schedule preview is informational and does not constitute a price lock. This Section applies with particular force in the Drop Zone; see Program Terms Art. V.

6.3 Reference Prices. Where a Listing displays a Reference Price, that price is supplied by the Seller and represents the Seller's representation of a former or list price for the same Goods. Sellers are contractually obligated under Seller Agreement § 10.3 to maintain substantiation consistent with the FTC Guides Against Deceptive Pricing, 16 C.F.R. Part 233, and comparable state law, and to produce it upon demand. Sznmart removes Listings whose Reference Prices are not substantiated upon request. Report a suspected inaccuracy to [SUPPORT EMAIL].

6.4 Errors.

(a) Notwithstanding any other provision, Sznmart and Sellers are not obligated to sell Goods at an incorrect price or on the basis of an incorrect description. Where an error is material and a reasonable Person in the position of the Buyer would recognize it as an error, Sznmart may cancel the affected transaction and refund all amounts collected, whether or not a Confirmation has issued and whether or not the Goods have been charged.

(b) Where a Drop Zone schedule, Bid Zone auction, or Deal Zone offer flow is affected by a technical fault, Sznmart may void the affected transactions, refund all amounts collected, and restore any forfeited Credits. The remedies in this Section 6.4 are the Buyer's sole and exclusive remedies for pricing and technical errors.

6.5 All-in price disclosure. All mandatory charges — including shipping, handling, and any platform fee charged to the Buyer — are disclosed before you are required to confirm the transaction. Sznmart does not impose mandatory fees disclosed only at the final step of checkout. This Section reflects Sznmart's compliance posture under the FTC Rule on Unfair or Deceptive Fees and analogous state pricing-transparency statutes.

6.6 Promotions. Promotional codes, discounts, and thresholds (including the free-shipping threshold in Section 9.2) are subject to their own terms, may be limited in quantity and duration, are non-transferable, have no cash value, and may not be combined unless expressly permitted. Sznmart may void a promotion obtained through error, fraud, or abuse.

---

ARTICLE VII — PAYMENT AND PAYMENT AUTHORIZATION

7.1 Payment methods. Sznmart accepts the Payment Instruments displayed at checkout, processed by the Payment Processor. Sznmart does not store full primary account numbers; card data is tokenized by the Payment Processor.

7.2 Representations. By presenting a Payment Instrument you represent and warrant that (a) you are the authorized holder or have the holder's authority to use it; (b) sufficient funds or credit are available; and (c) the transaction does not violate any agreement governing the instrument or any Applicable Law.

7.3 Authorization to charge. You authorize Sznmart, its Affiliates, and the Payment Processor to charge or debit your Payment Instrument for the full amount of each transaction, including the price, shipping, and all applicable taxes, and to place authorization holds in anticipation of a charge.

7.4 PREAUTHORIZED AND CONDITIONAL CHARGES.

NOTICE. CERTAIN FEATURES CHARGE YOUR SAVED PAYMENT INSTRUMENT AUTOMATICALLY, WITHOUT FURTHER ACTION OR CONFIRMATION BY YOU, UPON THE OCCURRENCE OF A CONDITION YOU SET IN MOTION.

(a) Deal Zone. Submission of an offer constitutes your irrevocable authorization to charge your saved Payment Instrument for the offered amount plus tax and shipping if and when the offer is accepted. The total that will be charged is displayed to you before submission, and your authorization is limited to that amount.

(b) Bid Zone. Placement of a Bid constitutes your irrevocable authorization to charge your saved Payment Instrument for the winning bid amount plus tax and shipping if the auction closes with you as the winning bidder.

(c) Pre-orders and Campaigns. Authorization operates as described in the Crowdfunding & Pre-Order Terms, including the placement and capture of authorization holds.

(d) Revocation. You may revoke an authorization under this Section by cancelling the underlying offer, Bid, pledge, or pre-order where cancellation is permitted, or by removing the Payment Instrument from your Account. Removal of a Payment Instrument cancels all pending offers and Bids dependent upon it. Revocation is prospective only.

(e) Where any authorization under this Section is an "electronic fund transfer" within the meaning of the Electronic Fund Transfer Act, 15 U.S.C. § 1693 et seq., and Regulation E, 12 C.F.R. Part 1005, the disclosures, authorization, and stop-payment rights required by those provisions apply and are not limited by these Terms.

7.5 Failed and reversed payments. If a charge fails, is declined, or is reversed, Sznmart may (a) cancel the associated transaction; (b) suspend the Account; (c) offer the Goods to another Buyer, including the next-highest Bid Zone bidder; (d) offset the amount owed against any balance Sznmart holds for you; and (e) pursue collection by any lawful means, including referral to a collection agency and recovery of reasonable costs of collection permitted by Applicable Law.

7.6 Chargebacks.

(a) You must contact [SUPPORT EMAIL] and afford Sznmart a reasonable opportunity to resolve a payment concern before initiating a Chargeback.

(b) Initiating a Chargeback with respect to Goods you received and retained, or with respect to a matter Sznmart has already resolved in your favor, constitutes a material breach of these Terms. Sznmart may suspend the Account, reverse Credits, and recover the disputed amount together with any Chargeback fee assessed by the network and reasonable costs of recovery.

(c) You may not pursue a Chargeback and a Buyer Protection claim concerning the same transaction simultaneously. Initiation of a Chargeback closes any pending Buyer Protection claim.

(d) Nothing in this Section limits any right you have under the Fair Credit Billing Act, 15 U.S.C. § 1666 et seq., or Regulation Z with respect to billing errors.

7.7 Fraud screening. Transactions are screened by automated risk systems. Sznmart may decline, hold, or require additional verification of any transaction. See Privacy Policy § 4 regarding automated decision-making and your right to request human review.

---

ARTICLE VIII — TAXES

8.1 Marketplace Facilitator collection. Sznmart calculates, collects, and remits sales, use, and analogous transaction taxes on Sale Contracts into jurisdictions where Applicable Law imposes that obligation upon Sznmart as a Marketplace Facilitator. Where Sznmart collects, the Seller shall not separately collect.

8.2 Basis of calculation. Tax is calculated by reference to the shipping destination, the tax characteristics of the Goods as categorized by the Seller, and the rate in effect at the time the charge is imposed. For Campaigns and pre-orders, the operative time is the time of charge, not the time of pledge or order.

8.3 Use tax. Where Sznmart does not collect, you may nonetheless owe use tax directly to your taxing jurisdiction. Sznmart does not provide tax advice.

8.4 Exemption certificates. Buyers claiming exemption must submit a valid certificate through [PROCESS] in advance of purchase. Sznmart does not retroactively refund tax properly collected absent a valid certificate and a jurisdiction-permitted refund path.

8.5 Duties and import charges. For international shipments, the Buyer is the importer of record and is responsible for customs duties, import taxes, value-added tax, excise, and brokerage charges, except where the checkout page expressly states that landed cost is included.

---

ARTICLE IX — SHIPPING, TITLE, AND RISK OF LOSS

9.1 Governing policy. Shipping is governed by the Shipping & Delivery Policy.

9.2 Free shipping threshold. Standard shipping is provided without charge on Orders whose merchandise subtotal, calculated after discounts and before tax and shipping, equals or exceeds thirty-five dollars ($35.00), subject to the exclusions in that Policy. Partial return of an Order that thereby falls below the threshold may result in recovery of the shipping cost from the refund, disclosed to you before you confirm the return.

9.3 Title and risk of loss. Unless the checkout page states otherwise, this is a shipment contract and not a destination contract, and title and risk of loss pass to the Buyer upon due delivery of the Goods to the carrier in accordance with U.C.C. § 2-509(1)(a). Notwithstanding the foregoing, where a shipment is lost or damaged in transit and the transaction is eligible for Buyer Protection, Sznmart will resolve the matter under Article XI rather than requiring the Buyer to pursue the carrier, and this undertaking does not alter the passage of title or risk for any other purpose.

9.4 Delivery estimates. Estimated delivery dates are derived from carrier service standards and are estimates, not guarantees, except where a guaranteed service has been purchased and the carrier offers a guarantee.

9.5 Advance-commitment transactions. Pre-orders, backorders, and Campaign fulfillment are governed by Shipping & Delivery Policy § 6 and the Crowdfunding & Pre-Order Terms, which implement Sznmart's obligations under the FTC Mail, Internet, or Telephone Order Merchandise Rule, 16 C.F.R. Part 435, including the obligation to obtain the Buyer's express consent to any delay or to issue a prompt refund.

---

ARTICLE X — CANCELLATION, RETURNS, AND REFUNDS

10.1 Governing policy. Returns, refunds, and cancellations are governed by the Returns & Refunds Policy, which establishes differential rights by Seller of Record and by transaction modality.

10.2 Summary of modality-specific rules. Without limiting that Policy:

(a) Sznmart Direct Goods are returnable within thirty (30) days of delivery. (b) Seller Goods are returnable in accordance with the Seller's published policy, which must satisfy the minimum standards in that Policy. (c) Bid Zone wins are final sale and are not returnable for change of mind. They remain fully eligible for Buyer Protection. (d) Deal Zone and Drop Zone purchases are returnable on the same footing as standard purchases. A subsequent decline in a Drop Zone price does not give rise to any right of refund, price adjustment, or Credit. (e) Pre-orders are cancellable for full refund at any time before shipment. (f) Campaign pledges are governed by the Crowdfunding & Pre-Order Terms.

10.3 Statutory rights preserved. Nothing in these Terms or in the Returns & Refunds Policy waives, limits, or modifies any right of cancellation, withdrawal, rescission, or refund conferred by Applicable Law that cannot lawfully be waived, including rights under state home-solicitation, cooling-off, or consumer protection statutes where applicable.

---

ARTICLE XI — BUYER PROTECTION

11.1 Scope. Buyer Protection applies to Sale Contracts paid through Sznmart checkout. It does not apply to transactions completed off-platform, which are prohibited by AUP § 8.

11.2 Covered circumstances. A claim may be brought where the Goods (a) were not delivered; (b) are materially not as described, including wrong item, wrong quantity, missing components, undisclosed damage or wear, or counterfeit; or (c) arrived damaged or defective.

11.3 Conditions precedent.

(a) Seller contact. You must first contact the Seller through Sznmart messaging and allow three (3) Business Days for response and resolution. (b) Time limits. A claim must be opened within thirty (30) days of delivery, or, where the Goods were not delivered, within thirty (30) days after the latest estimated delivery date. These are conditions precedent, and failure to comply bars the claim. (c) Cooperation. You must provide photographs, documentation, and such other information as Sznmart reasonably requests, and must preserve the Goods and packaging pending resolution.

11.4 Remedies. Sznmart may direct replacement, repair, partial refund, full refund, or return of the Goods at the Seller's expense. Where a Bid Zone win is fully refunded, forfeited Credits are restored.

11.5 Nature of determination. A Buyer Protection determination is a decision concerning the Seller's obligations to Sznmart under the Seller Agreement and the disposition of funds Sznmart holds. It is not an adjudication of the Buyer's legal rights and does not limit, waive, or release any claim the Buyer may have against the Seller or any manufacturer.

11.6 Exclusions. Buyer Protection does not cover buyer's remorse; damage arising from use, alteration, or neglect after delivery; failure to collect a delivery or provide an accurate address; claims outside the time limits in Section 11.3(b); transactions not paid through Sznmart checkout; or any transaction for which a Chargeback has been initiated.

11.7 Abuse. Sznmart may limit or deny Buyer Protection to any Account exhibiting a pattern of unsubstantiated claims, and may require return of Goods, offer store credit in lieu of cash refund, or close the Account. Sznmart will state the basis and afford an opportunity to respond.

---

ARTICLE XII — CREDITS AND TRANSACTION PROGRAMS

12.1 Incorporation. The Bid Zone, Deal Zone, Drop Zone, and Credits program are governed in detail by the Program Terms, which control over this Article as to any matter they address.

12.2 Nature of Credits. Credits are a promotional loyalty balance and are not money. Credits: (a) have no cash value; (b) cannot be purchased; (c) are not stored value, a gift certificate, a gift card, a prepaid access instrument, a general-use prepaid card, a deposit, a security, or property; (d) are non-transferable, non-assignable, and non-redeemable; (e) may be used solely to participate in Bid Zone auctions; and (f) do not constitute an obligation of Sznmart to pay any amount to any Person.

12.3 FORFEITURE.

PARTICIPATION IN A BID ZONE AUCTION RESULTS IN THE FORFEITURE OF UP TO FIFTY (50) CREDITS IF YOU ARE NOT THE WINNING BIDDER. FORFEITED CREDITS ARE EXTINGUISHED. THEY ARE NOT RETURNED, REFUNDED, CONVERTED, OR PAID TO ANY PERSON. DO NOT BID CREDITS YOU ARE UNWILLING TO LOSE.

The forfeiture amount applicable to a given auction is displayed on the auction page before your first Bid. Forfeiture attaches per auction and not per Bid.

12.4 Expiration and cancellation. Credits expire and may be adjusted, frozen, reversed, or cancelled as provided in Program Terms Art. II. Upon termination of an Account for cause, all Credits are cancelled without compensation.

12.5 No consideration paid for Credits. Because Credits cannot be purchased and have no cash value, no Person pays consideration for Credits and no Person suffers a monetary loss upon their forfeiture. Sznmart does not treat Credits as taxable income and issues no information return with respect to them.

12.6 Character of the Bid Zone. The Bid Zone is a competitive ascending-bid auction in which the outcome is determined solely by the highest Bid placed, and not by lot, chance, random selection, or any element outside the control of participants. Nothing in the Bid Zone is intended to constitute, and it shall not be construed as, gambling, a lottery, a raffle, a sweepstakes, or a contest of chance. A no-purchase-necessary method of obtaining Credits is available under Program Terms § 2.2.

---

ARTICLE XIII — USER CONTENT, REVIEWS, AND FEEDBACK

13.1 Ownership. As between you and Sznmart, you retain all right, title, and interest in your User Content.

13.2 License grant. You grant Sznmart and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to host, store, cache, reproduce, adapt, modify, translate, create derivative works from, publish, publicly perform, publicly display, and distribute your User Content in any media, in connection with the operation, promotion, and improvement of the Services and the Goods to which it relates.

13.3 Moral rights. To the maximum extent permitted by Applicable Law, you waive, and agree not to assert, any moral rights, rights of attribution, and rights of integrity in your User Content. Where such waiver is ineffective, you grant a covenant not to assert such rights against Sznmart or its sublicensees.

13.4 Your representations. You represent and warrant that you own or have secured all rights necessary to grant the license in Section 13.2; that your User Content is accurate and not misleading; that it does not infringe or misappropriate any third-party right; and that it complies with the AUP.

13.5 Review integrity. Reviews must reflect your honest, actual, and material experience with the Goods reviewed. You may not:

(a) review Goods you have not purchased and received; (b) solicit, offer, provide, request, or accept money, Goods, discounts, Credits, expedited service, refunds, or any other thing of value in exchange for a review, for a review of a particular sentiment, or for the alteration, removal, or withholding of a review; (c) review your own Goods, the Goods of a competitor, or Goods in which you or a Person with whom you have a material connection has a commercial interest, without clear and conspicuous disclosure of that connection; (d) submit a review authored by another Person as your own, or procure or coordinate reviews; (e) employ multiple Accounts, automation, or purchased engagement to affect ratings; or (f) use review functionality to threaten, harass, extort, or coerce a Seller.

This Section implements the FTC Rule on the Use of Consumer Reviews and Testimonials, 16 C.F.R. Part 465, and the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255. Violation may expose you to civil penalties independent of any remedy under these Terms.

13.6 Moderation. Sznmart may, but has no obligation to, monitor, screen, edit, refuse, or remove User Content. Sznmart does not remove reviews on the basis of negative sentiment. Removal occurs only for violation of these Terms, the AUP, or Applicable Law, and Sznmart records the stated basis for each removal.

13.7 No confidentiality; feedback. User Content is not confidential. Suggestions, ideas, and feedback you provide concerning the Services are granted to Sznmart on a perpetual, irrevocable, worldwide, royalty-free basis, without obligation of compensation, attribution, or confidentiality, and Sznmart may exploit them without restriction.

13.8 Publicity of certain data. Your public display name, review history, and pseudonymous Bid Zone handle are visible to other Users. Bidding activity is displayed by pseudonymous handle and not by legal name.

---

ARTICLE XIV — COMMUNICATIONS

14.1 Transactional communications. You consent to receive electronically all communications relating to your Account and transactions, including Confirmations, shipment notices, delay notices and delivery elections under 16 C.F.R. Part 435, offer responses, auction outcomes, Credit statements, security alerts, policy amendments, and legal notices. These communications are integral to the Services and cannot be declined while an Account or open transaction exists.

14.2 Marketing email. Marketing email is provided on an opt-out basis. Every marketing message contains a functioning unsubscribe mechanism honored within ten (10) Business Days, consistent with the CAN-SPAM Act, 15 U.S.C. § 7701 et seq., and 16 C.F.R. Part 316.

14.3 Text messages.

(a) Sznmart sends text messages only to Users who have provided prior express written consent where required by the Telephone Consumer Protection Act, 47 U.S.C. § 227, and 47 C.F.R. § 64.1200.

(b) Consent to receive marketing text messages is not a condition of purchase.

(c) Message and data rates may apply. Message frequency varies. Reply STOP to any message to opt out and HELP for assistance. Carriers are not liable for delayed or undelivered messages.

(d) You must notify Sznmart if you relinquish a telephone number provided to us.

14.4 Recording. Support communications may be monitored or recorded for quality, training, and dispute-resolution purposes. Where two-party consent is required by Applicable Law, you will be notified and asked to consent at the outset.

---

ARTICLE XV — ACCEPTABLE USE AND PROHIBITED CONDUCT

15.1 Incorporation. Your use of the Services is governed by the Acceptable Use Policy and the Prohibited & Restricted Items Policy, breach of which is a material breach of these Terms.

15.2 Technical restrictions. Without limiting the AUP, you shall not: access the Services by any automated means other than a general-purpose search engine complying with our robots exclusion directives; circumvent or interfere with rate limits, authentication, CAPTCHA, or geographic controls; reverse engineer, decompile, or disassemble any component; probe or test for vulnerabilities outside an authorized disclosure program; introduce malicious code; conduct denial-of-service activity; frame or mirror the Services; extract, harvest, or scrape Listings, prices, images, reviews, or Drop Zone schedules; or use Content from the Services to train, fine-tune, or evaluate any machine learning model without our prior written consent.

15.3 Transaction integrity. Conduct that undermines the integrity of the transaction modalities — including shill bidding, coordinated bidding, multi-Account bidding, automated bidding, bad-faith offers, and exploitation of Drop Zone timing or technical faults — is prohibited by AUP § 3 and may result in voidance of transactions, forfeiture of Credits without restoration, and termination.

---

ARTICLE XVI — INTELLECTUAL PROPERTY

16.1 Sznmart property. The Services, including all software, source and object code, user interfaces, visual design, compilations, databases, and the SZNMART name, logo, and associated marks, are the exclusive property of Sznmart and its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and unfair competition law.

16.2 Limited license. Subject to your compliance with these Terms, Sznmart grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own personal, non-commercial purposes or, in the case of a Seller, for the purposes contemplated by the Seller Agreement. All rights not expressly granted are reserved.

16.3 Third-party marks. Brand names, trademarks, and trade dress appearing in Listings are the property of their respective owners. Their appearance does not imply affiliation with or endorsement by Sznmart.

16.4 Infringement. Notices of alleged copyright infringement are governed by the IP, DMCA & Counterfeit Policy and 17 U.S.C. § 512. Sznmart maintains and reasonably implements a policy providing for termination of repeat infringers in accordance with 17 U.S.C. § 512(i).

---

ARTICLE XVII — THIRD-PARTY CONTENT AND SERVICES

17.1 Third-party Content. The Services display Content originating from Sellers and other Users. Sznmart does not adopt, endorse, verify, or assume responsibility for the accuracy of such Content, and reliance upon it is at your sole risk.

17.2 Links and integrations. Links to and integrations with third-party sites and services are provided for convenience. Sznmart does not control them, and your dealings with them are governed by their terms and privacy practices.

17.3 No third-party beneficiary rights created. Except as provided in Section 22.4, these Terms confer no rights on any Person other than the parties.

---

ARTICLE XVIII — AUTOMATED AND AI-ASSISTED FEATURES

18.1 Availability. Certain features generate listing copy, marketing recommendations, storefront content, search results, recommendations, and pricing suggestions by automated means, including machine learning systems.

18.2 Disclaimer. Output of such features is generated automatically and may be inaccurate, incomplete, outdated, non-original, or non-compliant with Applicable Law. It does not constitute legal, tax, regulatory, medical, financial, or other professional advice. Sznmart makes no representation or warranty that any generated output is accurate, original, non-infringing, or fit for any purpose, and does not warrant that any Person acquires intellectual property rights in it.

18.3 Seller responsibility. A Seller employing such features remains fully and solely responsible for the accuracy, substantiation, and legality of all content published under its storefront, without regard to the means by which it was drafted. See Seller Agreement Art. XII.

18.4 Automated decisioning. Automated systems may decline transactions, hold funds, restrict features, and rank Content. See Privacy Policy § 4, including your right to request human review of decisions producing legal or similarly significant effects.

---

ARTICLE XIX — SUSPENSION AND TERMINATION

19.1 Termination by you. You may close your Account at any time. Closure does not discharge obligations already incurred, including obligations arising from a winning Bid, an accepted offer, a pending Order, or an unfunded Chargeback.

19.2 Suspension and termination by Sznmart. Sznmart may suspend, restrict, or terminate your Account, any feature, or your access to the Services, with or without prior notice, where Sznmart reasonably determines that: (a) you have breached these Terms or any incorporated document; (b) your conduct creates legal, financial, reputational, or security risk to Sznmart, Sellers, or other Users; (c) suspension or termination is required by Applicable Law or directed by a Governmental Authority; (d) your Payment Instrument has been the subject of repeated failures, reversals, or Chargebacks; (e) your Account has been inactive for more than [twenty-four (24)] months; or (f) Sznmart ceases to offer the Services generally.

19.3 Graduated enforcement. Sznmart may apply any of the measures set out in AUP § 11, including feature-level restriction, in lieu of full termination. Sznmart is not obligated to apply measures in any sequence or to issue a warning before acting, though it will ordinarily do so for a first non-serious violation.

19.4 Notice and appeal. Where practicable and not prohibited by Applicable Law or by the requirements of an ongoing investigation, Sznmart will state the basis for its action and afford an opportunity to respond in accordance with AUP § 11.

19.5 Effect of termination. Upon termination: (a) the license in Section 16.2 terminates immediately; (b) all Credits are cancelled without compensation; (c) pending offers, Bids, and unfunded pledges are void; (d) obligations for Goods already delivered survive; and (e) Sznmart may retain records as required by Applicable Law and the Privacy Policy.

19.6 Survival. Articles I, IV (¶ 4.4, 4.6), VI (¶ 6.4), VII (¶ 7.5–7.6), VIII, XI (¶ 11.5), XII (¶ 12.2–12.5), XIII (¶ 13.2, 13.3, 13.7), XVI, XVIII (¶ 18.2), XIX (¶ 19.5–19.6), XX, XXI, XXII, XXV, XXVI, XXVII, and XXIX survive termination.

---

ARTICLE XX — DISCLAIMER OF WARRANTIES

20.1 THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SZNMART, ITS AFFILIATES, AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

20.2 SZNMART DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR THE SERVERS DELIVERING THEM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY CONTENT — INCLUDING LISTINGS, DESCRIPTIONS, IMAGES, PRICES, REFERENCE PRICES, AVAILABILITY REPRESENTATIONS, REVIEWS, AUCTION CLOCKS, OR DROP ZONE SCHEDULES — IS ACCURATE, COMPLETE, RELIABLE, OR CURRENT.

20.3 WITH RESPECT TO GOODS SOLD BY A SELLER, SZNMART MAKES NO WARRANTY OF ANY KIND CONCERNING THE GOODS THEMSELVES, INCLUDING THEIR CONDITION, SAFETY, LEGALITY, AUTHENTICITY, QUALITY, OR CONFORMITY TO DESCRIPTION. ANY WARRANTY WITH RESPECT TO SUCH GOODS IS EXTENDED SOLELY BY THE SELLER OR THE MANUFACTURER.

20.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SZNMART OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

20.5 Statutory limits. The disclaimers in this Article are intended to be conspicuous within the meaning of U.C.C. § 2-316. Some jurisdictions do not permit the exclusion of implied warranties or of certain consumer rights; to that extent the exclusions above do not apply to you, and nothing in this Article limits any non-waivable right you have under the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301 et seq., or under state consumer protection law.

---

ARTICLE XXI — LIMITATION OF LIABILITY

21.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SZNMART, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT SZNMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SZNMART AND THE PERSONS IDENTIFIED IN SECTION 21.1 FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO SZNMART IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).

21.3 NO LIABILITY FOR SELLER CONDUCT. SZNMART SHALL HAVE NO LIABILITY FOR THE ACTS OR OMISSIONS OF ANY SELLER, INCLUDING FAILURE TO SHIP, FAILURE TO HONOR A RETURN POLICY, MISDESCRIPTION, DEFECT, OR ANY CLAIM FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING FROM GOODS SOLD BY A SELLER. THE BUYER'S REMEDIES IN RESPECT OF SUCH MATTERS ARE THOSE SET OUT IN ARTICLE XI AND SUCH RIGHTS AS THE BUYER HAS AGAINST THE SELLER OR MANUFACTURER.

21.4 NO LIABILITY FOR PROGRAM OUTCOMES. WITHOUT LIMITING THE FOREGOING, SZNMART SHALL HAVE NO LIABILITY FOR (A) THE VALUE OF ANY AUCTION YOU DID NOT WIN OR WOULD HAVE WON; (B) ANY PRICE YOU WOULD HAVE OBTAINED HAD A DROP ZONE CYCLE RUN DIFFERENTLY; (C) THE UNAVAILABILITY OF GOODS AT ANY POINT IN A CYCLE; (D) THE DECLINE OF ANY DEAL ZONE OFFER; OR (E) THE FORFEITURE, EXPIRATION, ADJUSTMENT, OR CANCELLATION OF CREDITS, WHICH HAVE NO CASH VALUE.

21.5 Essential purpose. The exclusions and limitations in this Article apply notwithstanding the failure of essential purpose of any limited remedy, consistent with U.C.C. § 2-719(2).

21.6 Allocation of risk. You acknowledge that the disclaimers in Article XX and the limitations in this Article are fundamental elements of the bargain between you and Sznmart, that Sznmart would not provide the Services on the terms offered absent them, and that they reflect a reasonable allocation of risk.

21.7 Statutory limits. Nothing in this Article limits liability that cannot lawfully be limited, including liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or death or personal injury caused by negligence. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; to that extent the exclusions above do not apply to you.

---

ARTICLE XXII — INDEMNIFICATION

22.1 Indemnity. You shall defend, indemnify, and hold harmless Sznmart, its Affiliates, and their respective officers, directors, members, employees, agents, successors, and assigns (each, an "Indemnified Party") from and against any and all claims, demands, actions, proceedings, investigations, losses, liabilities, damages, judgments, awards, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert fees, and costs of investigation) arising out of or relating to:

(a) your access to or use of the Services; (b) your User Content; (c) your breach of these Terms or any incorporated document; (d) your violation of Applicable Law or of the rights of any third party; (e) your Goods, Listings, and fulfillment activity, if you are a Seller; (f) any Chargeback, payment reversal, or unfunded obligation attributable to you; or (g) any dispute between you and any other User.

22.2 Procedure. Sznmart shall provide notice of any claim for which indemnity is sought. Sznmart may, at its election and at your expense, assume the exclusive defense and control of any such matter, and you shall cooperate fully. You shall not settle any matter in a manner that imposes any obligation, payment, admission, or restriction upon an Indemnified Party without that party's prior written consent.

22.3 No limitation. Your obligations under this Article are not limited by the caps in Article XXI.

22.4 Third-party beneficiaries. Each Indemnified Party is an intended third-party beneficiary of this Article and may enforce it directly.

---

ARTICLE XXIII — FORCE MAJEURE

23.1 Neither party shall be liable for any failure or delay in performance (other than an obligation to pay money already due) to the extent caused by circumstances beyond its reasonable control, including act of God, natural disaster, severe weather, earthquake, fire, flood, epidemic or pandemic, war, invasion, terrorism, civil unrest, embargo, labor dispute or strike, act or omission of a Governmental Authority, failure of a carrier or supplier, failure of utilities or telecommunications, cyberattack, or large-scale internet or infrastructure outage.

23.2 The affected party shall give prompt notice and use commercially reasonable efforts to resume performance. Where a force majeure event prevents shipment of an advance-commitment transaction, the delay and refund provisions of 16 C.F.R. Part 435 and the Crowdfunding & Pre-Order Terms continue to apply notwithstanding this Article.

---

ARTICLE XXIV — MODIFICATION OF THESE TERMS

24.1 Right to amend. Sznmart may amend these Terms and any incorporated document at any time.

24.2 Notice of material amendment. Where an amendment is material, Sznmart shall provide not less than thirty (30) days' advance notice by (a) posting the amended document with a new Effective Date, and (b) transmitting notice to the email address of record.

24.3 Effect. Amendments take effect on the stated Effective Date. Continued use of the Services on or after the Effective Date constitutes acceptance. If you do not accept an amendment, you must cease use and close your Account before the Effective Date.

24.4 No retroactive effect. Amendments do not apply retroactively to (a) a Sale Contract already formed; (b) a Bid already placed or offer already submitted; or (c) a dispute of which either party has given notice under Section 25.1 before the Effective Date.

24.5 Amendment of the arbitration agreement. Notwithstanding Section 24.3, a material amendment to Article XXV carries an independent thirty (30) day right to opt out of the amendment, exercisable in the manner set out in Section 25.9. Failure to opt out constitutes acceptance of the amendment. A Person who previously opted out of arbitration remains opted out.

---

ARTICLE XXV — DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER

PLEASE READ THIS ARTICLE CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, TO HAVE A DISPUTE HEARD BY A JURY, AND TO PARTICIPATE IN A CLASS ACTION.

25.1 Notice of Dispute and informal resolution — condition precedent.

(a) Before commencing arbitration or any court proceeding, the party asserting a Dispute must transmit a written Notice of Dispute. A Notice of Dispute from you must be sent to [LEGAL EMAIL] and by mail to [REGISTERED ADDRESS], and must be personally signed by you (or, if you are represented, by you and your counsel) and must state: your name, the email address associated with your Account, the specific facts giving rise to the Dispute, the legal basis asserted, and the specific relief sought including any amount demanded. A Notice of Dispute from Sznmart will be sent to the email address of record.

(b) The parties shall negotiate in good faith for sixty (60) days following receipt. Either party may demand an individualized telephonic or videoconference settlement conference, in which the party (and counsel, if represented) must personally participate.

(c) Compliance with this Section is a condition precedent to commencing arbitration or filing in small claims court. A court or arbitrator has authority to enforce this condition, including by enjoining a filing made in violation of it. The applicable limitations period is tolled during the period from delivery of a compliant Notice of Dispute until the earlier of resolution or the expiration of the 60-day period.

25.2 Agreement to arbitrate. Except as provided in Section 25.3, you and Sznmart agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Sale Contract to which Sznmart is a party, any Program, any advertising or communication regarding the foregoing, or the relationship between the parties — including questions of the formation, existence, scope, validity, enforceability, or breach of this Article — shall be resolved exclusively by FINAL AND BINDING INDIVIDUAL ARBITRATION and not in a court of general jurisdiction (a "Dispute").

This Article evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs its interpretation and enforcement. This Article survives termination of your Account and of these Terms.

25.3 Exceptions. This Article does not require arbitration of:

(a) Small claims. Either party may bring an individual action in small claims court in a court of competent jurisdiction, provided the action remains individual and within that court's jurisdictional limits.

(b) Intellectual property and unauthorized access. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property, or unauthorized access to or use of the Services.

(c) Sexual harassment and sexual assault. In accordance with the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, 9 U.S.C. §§ 401–402, at your election, a claim alleging conduct constituting a sexual harassment dispute or a sexual assault dispute is not subject to this Article, and you may pursue it in court.

(d) Public injunctive relief. To the extent Applicable Law provides a non-waivable right to seek public injunctive relief in a judicial forum, that claim is severed and may proceed in court while all other claims proceed in arbitration.

(e) Government enforcement. Nothing in this Article prevents you from reporting conduct to, filing a charge or complaint with, or participating in an investigation or proceeding conducted by any federal, state, or local Governmental Authority.

25.4 Arbitration administrator and rules. Arbitration shall be administered by [ARBITRATION PROVIDER] under its Consumer Arbitration Rules (or, where you are a Seller acting in a commercial capacity, its Commercial Arbitration Rules) then in effect, as modified by this Article. If the designated provider is unavailable or unwilling to administer consistently with this Article, the parties shall agree on a substitute, and failing agreement, a court of competent jurisdiction shall appoint one under 9 U.S.C. § 5.

25.5 Arbitrator, seat, and procedure.

(a) A single neutral arbitrator shall be appointed under the provider's rules. (b) Arbitration may proceed on documents alone, by telephone, or by videoconference. Where an in-person hearing is held, it shall take place in the county of your residence or such other location as the parties agree. (c) The arbitrator shall apply the substantive law designated in Article XXVI and shall honor claims of privilege recognized at law. (d) The arbitrator may award any relief available in a court of competent jurisdiction on an individual basis, including declaratory relief, injunctive relief limited to the individual party, statutory damages, and attorneys' fees where a statute or contract so provides. (e) The arbitrator shall issue a reasoned written award stating the essential findings and conclusions. (f) The award is final and binding, and judgment may be entered in any court of competent jurisdiction.

25.6 Fees and costs. Payment of filing, administrative, and arbitrator fees is governed by the provider's rules. Where the provider's consumer rules allocate the substantial majority of such fees to the business, Sznmart shall pay them. Where a claim is determined by the arbitrator to have been filed for an improper purpose or to be frivolous under the standard of Fed. R. Civ. P. 11(b), the arbitrator may reallocate fees consistent with the provider's rules and Applicable Law.

25.7 CLASS ACTION AND REPRESENTATIVE ACTION WAIVER.

YOU AND SZNMART AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 25.8.

YOU AND SZNMART EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY.

If Section 25.7 is held unenforceable as to a particular claim or a particular request for relief, that claim or request shall be severed and litigated in the courts identified in Article XXVI, and all remaining claims shall proceed in arbitration.

25.8 Coordinated proceedings — batch arbitration.

(a) Where twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against Sznmart by or with the assistance of the same law firm, organization, or coordinated group within a ninety (90) day period ("Coordinated Demands"), the parties agree that the demands shall be administered in batches of not more than fifty (50).

(b) Each batch shall be treated as a single consolidated arbitration with a single arbitrator, one set of filing and administrative fees, and one schedule. Batches shall proceed sequentially. The parties shall cooperate with the provider to implement this Section, including by exchanging counsel-designated bellwether selections.

(c) The applicable limitations period is tolled as to all Coordinated Demands in the queue from the date the first demand in the group is filed until that demand's batch is resolved or the demand is withdrawn.

(d) A party's refusal to cooperate with batching constitutes a material breach of this Article, and either party may seek relief from a court of competent jurisdiction to compel compliance.

(e) This Section does not create a class, collective, or representative proceeding, and each demand retains its individual character for purposes of adjudication and award.

25.9 RIGHT TO OPT OUT OF ARBITRATION.

YOU MAY DECLINE THIS ARBITRATION AGREEMENT. To opt out, transmit written notice to [LEGAL EMAIL] with the subject line "ARBITRATION OPT-OUT", or by mail to [REGISTERED ADDRESS], within thirty (30) days after the date you first accept these Terms (or, for an amendment under Section 24.5, within thirty (30) days after notice of the amendment). The notice must state your full name, the email address associated with your Account, and an unequivocal statement that you decline to be bound by Article XXV.

Opting out has no effect on any other provision of these Terms, on your Account, or on any right or benefit you would otherwise enjoy. Sznmart will not retaliate for an opt-out. If you opt out, Disputes shall be resolved in the courts identified in Article XXVI.

25.10 Severability. If any provision of this Article other than Section 25.7 is held invalid or unenforceable, that provision shall be severed and the remainder shall continue in effect. If Section 25.7 is held invalid or unenforceable in its entirety, this entire Article XXV shall be void, and Disputes shall be resolved in the courts identified in Article XXVI.

25.11 California arbitration fee provisions. Where Cal. Code Civ. Proc. §§ 1281.97 and 1281.98 apply, Sznmart acknowledges that failure to pay required fees within the statutory period constitutes a material breach and waiver of the right to compel arbitration, and Sznmart shall bear the consequences prescribed by those provisions.

---

ARTICLE XXVI — GOVERNING LAW, VENUE, AND LIMITATIONS PERIOD

26.1 Governing law. These Terms and any Dispute are governed by the laws of the State of [GOVERNING LAW STATE], exclusive of its conflict-of-laws principles, and by applicable federal law of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2 Venue. For any Dispute not subject to arbitration, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in [VENUE COUNTY, STATE], and waive any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.

26.3 Consumer protection. Nothing in Sections 26.1 or 26.2 deprives a consumer of the protection afforded by mandatory provisions of the law of the jurisdiction in which the consumer is habitually resident, and Section 25.3(a) preserves your right to proceed in small claims court in your own locality.

26.4 Limitations period. To the fullest extent permitted by Applicable Law, any Dispute must be commenced within one (1) year after the cause of action accrues, and is thereafter permanently barred. This Section is intended to shorten the limitations period by agreement consistent with U.C.C. § 2-725(1). Some jurisdictions do not permit contractual shortening of limitations periods; to that extent this Section does not apply to you.

---

ARTICLE XXVII — GENERAL PROVISIONS

27.1 Entire agreement. These Terms, together with the documents incorporated in Section 2.3, constitute the entire agreement between the parties concerning the subject matter and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written. Neither party has relied upon any statement not expressly set out herein.

27.2 Severability. If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, or if modification is not possible, severed. The remaining provisions continue in full force, except as provided in Section 25.10.

27.3 No waiver. No failure or delay in exercising any right constitutes a waiver. A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance.

27.4 Assignment. You may not assign or delegate these Terms or any right or obligation hereunder, by operation of law or otherwise, without Sznmart's prior written consent; any purported assignment in violation is void. Sznmart may assign freely, including to an Affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all assets.

27.5 Independent contractors. Nothing creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the parties, except the limited payment agency in Section 4.4.

27.6 No third-party beneficiaries. Except as provided in Section 22.4, there are no third-party beneficiaries.

27.7 Remedies cumulative. Except where expressly stated to be exclusive, all rights and remedies are cumulative and in addition to all other rights and remedies available at law or in equity.

27.8 Equitable relief. You acknowledge that a breach of Articles XIII, XV, or XVI may cause irreparable harm for which monetary damages are inadequate, and that Sznmart is entitled to seek injunctive relief without the necessity of posting bond or proving actual damages, in addition to all other remedies.

27.9 Counterparts and headings. Headings are for convenience only. Electronic acceptance constitutes execution.

27.10 Language. These Terms are executed in English. Any translation is provided for convenience, and the English version controls in the event of discrepancy, except where Applicable Law requires otherwise.

27.11 Export. You shall comply with all United States export control and sanctions laws, including the Export Administration Regulations and OFAC regulations. See the Trade Compliance & Financial Crime Policy.

27.12 U.S. Government users. Any software component is "commercial computer software" under 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, licensed to U.S. Government end users with only those rights granted to all other end users.

---

ARTICLE XXVIII — JURISDICTION-SPECIFIC DISCLOSURES

28.1 California. Under Cal. Civ. Code § 1789.3, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210. California residents may also exercise the privacy rights described in the Privacy Policy.

28.2 New Jersey. Nothing in these Terms is intended to violate the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, N.J.S.A. 56:12-14 et seq. To the extent any provision of Article XX, XXI, XXII, XXIII, or XXVI would be unenforceable or void as applied to a New Jersey consumer, that provision shall not apply to that consumer, and the remainder of these Terms shall be enforced as written.

28.3 Connecticut, Massachusetts, and other states. Where a provision of these Terms is prohibited by the consumer protection statute of the state in which you reside, that provision does not apply to you to the extent of the prohibition.

28.4 Sellers. Article XXV as modified by Seller Agreement Art. XX applies to Sellers acting in a commercial capacity.

---

ARTICLE XXIX — NOTICES AND CONTACT

29.1 Notices to you. Sznmart may give notice by (a) email to the address of record; (b) posting on the Services; (c) in-application message; or (d) mail to the address of record. Notice is effective upon transmission for electronic notices and three (3) Business Days after deposit for mailed notices.

29.2 Notices to Sznmart. Except where a specific address is designated elsewhere, notices must be sent to [LEGAL EMAIL] and, for formal legal notice, by certified mail, return receipt requested, to:

[LEGAL ENTITY NAME] Attn: Legal Department [REGISTERED ADDRESS]

29.3 Service of process. Service of process must be effected upon Sznmart's registered agent: [REGISTERED AGENT NAME AND ADDRESS]. Service by email is not accepted.

29.4 Contact directory.

---

SCHEDULE A — VERSION HISTORY

Prior versions are archived at [/legal/archive] and available on request from [LEGAL EMAIL].

---

ACKNOWLEDGMENT. BY PROCEEDING, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, THAT YOU UNDERSTAND THEM, AND THAT YOU AGREE TO BE BOUND BY THEM, INCLUDING THE DISCLAIMER OF WARRANTIES IN ARTICLE XX, THE LIMITATION OF LIABILITY IN ARTICLE XXI, THE INDEMNIFICATION OBLIGATION IN ARTICLE XXII, THE CREDIT FORFEITURE PROVISIONS IN ARTICLE XII, AND THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN ARTICLE XXV.

---

Sznmart Terms of Service · Version 2.0 · Effective [EFFECTIVE DATE]