Terms of Service

Last updated: June 30, 2019

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the http://www.1ion.cn website (the "Service") operated by One Labs ("us", "we", or "our").

THE LEGAL AGREEMENTS SET OUT BELOW GOVERN YOUR PARTICIPATION IN THE USE OF PRODUCTS OR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE,” AND DO NOT ACCESS OR USE THE PRODUCTS OR SERVICES. YOU ACKNOWLEDGE THAT BY USE OF THE PRODUCTS OR SERVICES, YOU AGREE TO ABIDE BY AND THEREFORE ARE BOUND BY THESE TERMS. Review the terms and conditions for participation as a Beta Tester and use of OnePi’s Products or Services. These Terms and Conditions (“Terms”) apply to testing of Products or Services including but not limited to App, services, websites, and Smartphone or other app offerings. Products and Services are the property of Wan Lai Wulianwang Shenzhen and its licensors. OnePi App is a property of Wan Lai Wulianwang Shenzhen Limited, which is wholly owned subsidiaries of One Labs Holdings Limited (“Company”). OnePi App is fully developed by Wan Lai Wulianwang Shenzhen and One Labs Holdings Limited. Wan Lai Wulianwang Shenzhen and One Labs Holdings Limited engineers involved in the app development include Kevin Sun, Camson Giang, Jake Choy, Ken Liang and Brendan Sun.

These Terms of Service are a legally binding Agreement between you (“Tester”) and One Labs Holdings Limited (“Company”), governing the use of Products and Services. By use of the app, you agree to abide by and are therefore bound by the Terms, together with all updates, additional terms, distribution licenses and all of OnePi’s Terms, rules and policies that collectively constitute the Agreement. If you do not agree to these Terms or do not have full power and authority to enter into this Agreement, do not use the Application.

1. Company Obligations

Company shall provide Tester with a copy of Beta and any necessary documentation and instruct Tester on how to use it and what test data is desired by Company. Upon satisfactory completion of the testing, Company shall furnish Tester with an expedited release, as appropriate of the production version of the app and portal, contingent upon Company’s decision to proceed with production of OnePi.

2. Tester’s Obligations

Tester shall test Beta and provide and keep Company aware of the test results. Tester shall use Beta under normally expected operating conditions in Tester’s environment during the test period unless otherwise instructed by the Company. Tester shall gather and report test data as agreed upon with Company.

2.1. USER CONDITIONS

2.1 Your use of the OnePi App is governed by these terms and conditions (“User Conditions”) which you should read carefully before installing OnePi App. These User Conditions represent a binding contract between Company and you. If you do not agree with these User Conditions, please do not install or use OnePi App.

2.2 Company. may update or amend these User Conditions at any time. Company will communicate such changes to you via the Portal.

2.3 These User Conditions apply to you regardless of how you have accessed the OnePi App and regardless of the territory in which you live or conduct business.

3. ONEPI APP; LIMITED WARRANTY AND LIABILITY

Company shall not be responsible for any loss or damage to Tester or any third parties caused by application. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF ONEPI OR ANY PERFORMANCE OF THIS AGREEMENT.

3.1 Although utilizable by experienced users, ONEPI App is still being developed, tested and evaluated. ONEPI App has not been released for sale, distribution or any use by the general public.

3.2 ONEPI BETA APP IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. USE OF ONEPI APP IS ENTIRELY AT YOUR OWN RISK AND MAY VOID WARRANTY ON YOUR PRODUCT. SHOULD ONEPI APP PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY MAINTENANCE, SERVICING OR REPAIR. IT IS THEREFORE YOUR RESPONSIBILITY TO TAKE ADEQUATE PRECAUTION AGAINST POSSIBLE DAMAGES RESULTING FROM THE USE OF ONEPI APP. ONEPI APP SHOULD UNDER NO CIRCUMSTANCES BE USED ON SENSITIVE AND/OR VALUABLE DATA. IF YOU ARE IN ANY DOUBT, PLEASE DO NOT INSTALL AND/OR USE ONEPI APP.

3.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Company WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE ONEPI APP (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF ONEPI BETA APP TO OPERATE WITH ANY OTHER PROGRAMS). IN NO EVENT SHALL Company’S LIABILITY EXCEED THE PRICE YOU PAID FOR ONEPI APP, IF APPLICABLE.

3.4 WE EXPRESSLY REPRESENT THAT ONEPI APP IS NOT A FINAL PRODUCT AND, AS SUCH, MAY CONTAIN VARIOUS ERRORS, DEFECTS AND IT MAY BE UNSTABLE. WE DO NOT RECOMMEND INSTALLING ONEPI APP DURING FULL OR EVERYDAY OPERATION. FURTHERMORE, WE DO NOT RECOMMEND TO INSTALL ONEPI APP UNLESS YOU ARE AN EXPERIENCED USER.

3.5 Beta is a test product and its accuracy and reliability are not guaranteed. Tester shall not rely exclusively on Beta for any reason. Tester waives any and all claims Tester may have against Company arising out of the performance or nonperformance of application.

BETA IS PROVIDED AS IS, AND COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4. NO TECHNICAL SUPPORT

Company will not provide any technical support, maintenance or any other services for any ONEPI App.

5. NO UPDATES

Company will not provide any updates to ONEPI App, any updated malware signatures or any other updated content utilized by ONEPI App (such as virus and spyware definitions, antispam rules, URL lists, firewall rules, vulnerability data or lists of authenticated web pages) (“Updates”). However, should Company in its sole discretion provide you with any Updates, such Updates will be deemed to form part of ONEPI App for all purposes under these Beta User Conditions, unless other terms of use are provided by Company in connection with such Updates.

6. COPYRIGHT LICENCE

Specific terms and conditions of a copyright licence granted to you by Company. and entitling you to use ONEPI App for the purposes of evaluation and testing are included in the End User App License Agreement concluded between Company. and you (EULA). In order to use the Beta Portal and to use the ONEPI Beta App you are required to accept these Beta User Conditions, the EULA and Company

7. FEEDBACK

You will give Company feedback about ONEPI App consisting of, without limitation, your suggestions, comments or any other feedback, whether it is required or provided on a voluntary basis (“Feedback”). If you provide Company with any Feedback, as part of the testing and evaluation of ONEPI Beta App, you agree that: (a) Company may freely use, disclose, reproduce, license, distribute and otherwise commercialize the Feedback in any Company product, specification or other documentation; and (b) you will not give Company any Feedback (i) that you have reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (ii) that is subject to licence terms that seek to require any Company. product incorporating or derived from any Feedback, or other Company. intellectual property, to be licensed to or otherwise shared with any third party.

8. PRIVACY POLICY

Company recognizes the importance of maintaining the privacy of personal data which it collects and processes. By accepting these Beta User Conditions you expressly agree to be bound by the Company. Privacy Policy. Please note that data during the beta testing phase will be deleted before production launch.

9. Trade Secret and Confidentiality

Betas are proprietary to, and a valuable trade secret of, Company. It is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall maintain Beta in the strictest confidence. Tester will not, without Company’s prior written consent:

(a) disclose any information about Beta including but not limited to, its design and performance specifications, its code, and the existence of the beta test and its results to anyone other than Tester’s employees who are performing the testing and who shall be subject to nondisclosure restrictions at least as protective as those set forth in this Agreement;

9.1 ONEPI Beta App, any information relating to beta testing progress and results, the Feedback, any product-related information and any other proprietary technology or know-how provided to you in whatever form by Company through the Beta Portal or in connection with testing and evaluation of ONEPI Beta App is confidential (“Confidential Information”).

9.2 You will keep, and ensure that any and all persons, firms, companies or organisations associated with you keep, all Confidential Information confidential and not disclose it to any person, unless permitted under this clause. This confidentiality obligation does not apply to the disclosure of Confidential Information which: (a) is or comes into public domain, except through breach of the confidentiality obligation under this clause; (b) comes lawfully into your possession from a third party who is not bound by a confidentiality obligation relating to such Confidential Information; (c) is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, or any law, provided that you will promptly notify Company in writing, or (d) is disclosed by you with Company’ prior written consent.

9.3 UNDER NO CIRCUMSTANCES MAY ANY INFORMATION ABOUT THE TESTING PROGRESS AND/OR RESULTS BE PROVIDED TO PERSONS THAT ARE NOT INVOLVED IN THE BETA TESTING PROCESS. ANY PUBLICATION OF BETA VERSIONS TESTING RESULTS, REVIEWS OR EVALUATIONS IS ONLY PERMITTED WITH THE PRIOR WRITTEN CONSENT OF Company.

(b) copy any portion of application or documentation, except to the extent necessary to perform beta testing; or

(c) reverse engineer, decompile or disassemble Beta or any portion of it.

10. Security Precautions

Tester shall take reasonable security precautions to prevent Application from being seen by unauthorized individuals when stored on Tester’s computers, platforms or devices. Tester shall take reasonable care to protect application and all associated documentation in a secure location such as a locked office, desk or file cabinet when not in use.

11. Term of Agreement

The test period shall be outlined for each user as provided in the App and Portal documentation. This Agreement shall terminate at the end of the test period or when Company asks Tester to remove application, whichever occurs first. The restrictions and obligations contained in Clauses 4, 7, 8, 9 and 10 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Tester, its successors, heirs and assigns.

12. Return of Materials

Upon the conclusion of the testing period or at Company’s request, Tester shall within 10 days delete all portions of application from all Tester’s computers, platforms or devices.

13. No Rights Granted

This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in application or Company’s trade secrets to Tester. Tester may not sell or transfer any portion of Beta to any third party or use Beta in any manner to produce, market or support its own products. Tester shall not identify Beta as coming from any source other than Company.

14. No Assignments

This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.

15. General Provisions

(a) Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint-venture or employee of the other party for any purpose.

(b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

(c) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.

(d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

(e) Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.

(f) Governing Law: This Agreement shall be governed in accordance with the laws of the applicable provincial courts located either Hong Kong SAR or Shenzhen Guangdong China PRC.

(g) Jurisdiction: The parties consent to the exclusive applicable jurisdiction and venue of the federal and provincial courts located in either Hong Kong SAR or Shezhen Guangdong China PRC for in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.

(h) Dispute Resolution: All disputes arising out of or in connection with these Beta User Conditions shall be finally decided as stated in the (g) Jurisdiction under (f) governing law.

16. LANGUAGE

The governing language of these User Conditions is in English or Chinese (Simplified / Traditional). Although Company may provide other translations for your convenience, the English version shall prevail in the event of any conflict or discrepancy between the English and any other language version of these User Conditions.

17. ENTIRE AGREEMENT

These User Conditions (together with the documents to which they refer) contain the whole agreement between you and Company relating to the use of The ONEPI App and supersede all previous agreements between you and Company relating to it. You acknowledge that in agreeing to these Beta User Conditions you have not relied on any representation, warranty or other assurance except those set out on the Portal.

18. Marketing Terms

Through using the OnePi Portal and utilizing the marketing services of KOLs and influencers from partner agency, you have agreed to the following terms:

a) Your agreement for this services are with OnePi

b) OnePi is a referral agent to agency that manages the KOLs / influencers

c) You will pay the package upfront and in full upon purchasing the service and this fee are on top of your subscription package you subscribed.

d) OnePi agreed to provide reports that shows KOLs / influencers have indeed posted content work as per package. Report will show followers acquired as customers.

e) You accept that there is no guarantee that KOLs / influencers will meet the revenue or sales target planned.

f) KOLs / influencers will be entitled to 5% commission to each of the transactions on eCommerce site or identified offline site. OnePi and its agency partner will bill this separately and you acknowledge to pay for this as part of KOL / influencer package agreement.

19. E-Commerce Listing Terms

Through using the OnePi Portal and utilizing the eCommerce multi-channel feature, you have agreed to the following terms:

a) With the exception of WeChat Mini Program listing, you have agreed to all the terms in the other integrated eCommerce platform where your listing will be published as well. These terms are agreed upon when you sign up with those platforms.

b) If your business is based outside of China and you are selling a cross-border product, the price you listed is not final price that will be seen by buyers. You have agreed that our cross-border logistics partner will be adding freight and custom cost including service fee in managing returns and distribution on the final listing price.

c) For cross-border listing, you agree to accept that not all product / SKU listed will be confirmed for final listing. Products must comply to cross-border regulation and OnePi’s cross-border logistics and distribution partner reserves the right to remove listing that does not comply to Chinese custom regulations.

d) For Chinese companies selling globally, the same terms in b and c also applies but with OnePi’s local national logistics and distribution partner will determine the final price as well as confirm the product listing. OnePi’s local national logistics and distribution partner reserves the right to remove listing that does not comply with local national custom regulations.

e) For non=product listings like services or food and beverages, you agreed that customers can directly purchase or reserve the services for direct pickup or delivery.

f) All transactions in eCommerce or will be conducted through OnePi’s app or through its mini-program

g) By using OnePi to publish and manage your multi-channel listing, you agree to accept a maximum 10% of the transaction in the medium of PiPoints with 1% instant rebate given to customers who are acquired from followers of KOLs / influencer or sponsored content creators.

20. Advertisement Listing Terms

Through using OnePi to list your advertisement, you have agreed to the following:

a) You have acknowledge that in order for KOLs and influencers to execute your purchased marketing package they will use your advertisement listing to tag to their content that they will post on social media platforms.

b) You acknowledge that that the advertisement listing is open to sponsor all other content creators who use social media

c) You acknowledge that your advertisement will be re-shared among followers of KOLs, influencers and content creators upon re-sharing of posts or content.

d) You agreed that all KOLs and influencers would receive a standard reward of primary share of 3 RMB equivalent in PiPoints and another 3 RMB worth of PiPoints for creative value. You acknowledge this is on top of the cash payment paid upfront for their services.

e) You agreed that all content creators that use your advertisement listing as sponsor will be rewarded with a primary share of 3 RMB equivalent in PiPoints and another 3 RMB worth of PiPoints for creative value.

f) You agree that all followers who shared content posted by sponsored content creators, KOLs and influencers would be rewarded with 1 RMB worth of PiPoints.

g) You agree that all followers who click or interacted any sponsored content or KOL / influencer posts will be rewarded with 5 cents RMB equivalent in PiPoints while another 5 cents RMB worth of PiPoints will be given to content creators and KOL / influencer.

h) You agree to accept PiPoints you rewarded to everyone in cases above in every payment transactions.

i) You acknowledge that your advertisement will appear in 10 seconds prior to main sponsored content. All sponsored content will feature a link to your eCommerce listing.

21. Platform Ecosystem Terms

Through subscribing to OnePi, you have agreed to the following terms:

a) You agreed to deposit a 1000 RMB per month to your PiPoint Wallet in each subscription. These PiPoints will be used to allow the blockchain smart contract reward system described in the advertising listing terms.

b) You agree to accept a maximum of 10% in payment per transaction using the PiPoint.

c) You acknowledge that PiPoints platform loyalty points are accepted by all businesses in the ecosystem.

d) You agreed to recommend customers to use OnePi app to pay for purchases. Any customer can use any other payment method in transaction however only those that utilized OnePi app for payment will we be able to get information that calculates Return on Investment.

e) Advertisement listing and eCommerce listing is 15 RMB per month. This will be charged to your wallet directly.

f) You agree to allow content creators access to your advertisement listing to use, as sponsor of their social media content and through it will let their followers to your eCommerce link.

g) You agree that each content creator is only entitled to use your advertisement listing 10 times per day as sponsor of his or her content.

h) You agree to provide an instant rebate of 1% based on the average listed to all consumers who use OnePi app to process the transaction.

i) In total, you agree to the following terms in the default blockchain smart contract agreement with content creators, followers and consumers:

22. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

23. Contact Us

If you have any questions about these Terms, please contact us.