Terms of Service

These Terms of Service (the "Terms") form a legally binding agreement between you and Zhengzhou Suishida Trading Co., Ltd. governing your use of the Juzhong ERP software and related services. Please read them in full before using the Service, paying particular attention to the bold provisions on limitations of liability and disclaimers.

1. Definitions

• "we", "us", "our", "the Company": Zhengzhou Suishida Trading Co., Ltd., the provider and operator of the Service.
• "you", "Customer", "User": the individual, company or other organization registering for and using the Service. If you register on behalf of an organization, you represent that you are duly authorized to do so.
• "Service": the Juzhong ERP software service provided through https://www.juzhongerp.com, including the website, software clients, related interfaces and technical support.
• "Marketplace": third-party e-commerce platforms such as Amazon and Ozon.
• "Marketplace Data": data relating to your store obtained through official marketplace APIs, including product, order, inventory, fulfilment and financial data.
• "Buyer Personal Information": personal information of order buyers contained in Marketplace Data, such as recipient name, shipping address and contact phone number.
• "Credentials": the marketplace API credentials you provide to bind a store, such as the Ozon Client-Id and Api-Key, or the Amazon SP-API LWA refresh token.

2. Acceptance and effectiveness

You accept all of these Terms, and confirm that you have read and understood them, by any of the following:

• registering an account in the Service;
• binding a marketplace store or using any feature of the Service;
• signing an order form, quotation or other written document with us that incorporates these Terms by reference.

If you do not agree with any part of these Terms, do not register for or use the Service. These Terms take effect on the date you accept them and continue until the parties' obligations are fulfilled or the Service is terminated.

3. Scope of the Service

3.1 What we provide

The Service is ERP software for cross-border e-commerce sellers, used to manage store operations across multiple marketplaces in one place. Amazon and Ozon are supported as of the date of these Terms, and additional platforms may be added over time. Its features include:

• Store and authorization management: binding, maintaining and unbinding marketplace store authorizations;
• Product management: SKU records, multilingual product information, categories and attributes, publishing and listing-status tracking;
• Order management: order synchronization, filtering, processing, shipment and tracking-number write-back;
• Inventory management: local and marketplace warehouse synchronization, stock alerts;
• Purchasing: supplier and purchase-order management, replenishment suggestions;
• Logistics: carrier channel management, shipments and labels, tracking events;
• Finance: marketplace settlement and fee consolidation, profit calculation;
• Reporting: sales, profit, inventory and order reports with export;
• System administration: users, roles, permissions and audit logs.

Modules are released progressively across product versions. The functionality available to you is that of the plan you have purchased and that we actually provision. We may add, adjust or retire features, and will give advance notice of material changes.

3.2 What we do not provide

• We are not an official body, agent or authorized representative of Amazon, Ozon or their affiliates;
• We do not operate your stores, are not a party to transactions between you and buyers, and bear no responsibility for product quality, delivery or after-sales service;
• We do not provide agency services such as marketplace account registration, appeals or compliance review;
• The Service does not constitute investment, tax or legal advice.

4. Accounts and store authorization

1. Accuracy: you must provide true, accurate and complete registration information and keep it up to date. You are responsible for the consequences of inaccurate information.
2. Account security: you must safeguard your account password and are responsible for all activity carried out through your account. Notify us immediately of any compromise or security risk.
3. Account ownership: accounts are for your use, or that of authorized personnel within your organization. They may not be transferred, lent, rented or shared with others, except for multi-user collaboration configured within your organization under assigned permissions.
4. Authority to authorize: you represent and warrant that you hold lawful operating and administrative authority over the stores you bind, and that you are entitled to provide us with the Credentials and to authorize us to call the corresponding marketplace APIs. Any dispute or loss arising from a lack of such authority is your responsibility.
5. Use of credentials: Credentials are used solely to call the marketplace APIs you have authorized in order to provide the Service. You may revoke authorization at any time in the marketplace portal or within the Service.
6. One account per user: unless we agree otherwise in writing, you may not use automated means to bulk-register accounts or to consume account resources abusively.

5. Your obligations and acceptable use

You agree to comply with applicable laws, marketplace rules and these Terms, and not to:

• use the Service for any unlawful activity, including fraud, money laundering, or the sale of prohibited goods or goods infringing third-party intellectual property;
• breach the seller agreements, developer policies, acceptable use policies or other rules of Amazon, Ozon or any other marketplace;
• access, scrape, crawl or otherwise obtain Marketplace Data without authorization, or circumvent marketplace API permissions or rate limits;
• use Marketplace Data — in particular Buyer Personal Information — for any purpose other than the Service, or resell, disclose or provide it to third parties;
• reverse engineer, decompile or disassemble the Service, or attempt to obtain its source code or underlying logic;
• use automated scripts, crawlers or similar means to make requests beyond normal use, or to engage in any conduct that endangers system security or stability;
• circumvent technical restrictions or access controls in the Service, or access data you are not entitled to access;
• resell, sublicense, act as agent for, or otherwise make the Service available to third parties without our written permission;
• remove, obscure or alter copyright, trademark or other proprietary notices in the Service.

If you breach these obligations, we may issue a warning, restrict functionality, suspend the Service or terminate your account, depending on severity. You are liable for losses incurred by us or by third parties as a result of your breach.

6. Fees and subscriptions

1. Billing model: the Service is sold by subscription. The applicable plans, prices, billing periods and included features are those confirmed in your quotation, order form or the product pages presented to you.
2. Confirmation of fees: specific pricing and billing terms take effect once separately confirmed by the parties in writing; these Terms do not themselves constitute a price commitment.
3. Payment and invoicing: you must pay the applicable fees within the agreed period. We will issue invoices based on the information you provide once payment is received.
4. Renewal: we will remind you before your subscription expires. Unless you give notice of termination before expiry, we may renew at the then-current price, as otherwise agreed between the parties.
5. Price changes: we may adjust prices with 30 days' advance notice. If you do not accept the new price, you may terminate the Service before it takes effect.
6. Late payment: if you fail to pay on time, we may suspend the Service after notice; a suspension of this kind is not a breach by us.
7. Refunds: except where required by law or otherwise agreed, subscription fees already paid are non-refundable. Where the Service is unavailable for a prolonged period for reasons attributable to us, the parties may agree a pro-rata refund for the unused period.

7. Intellectual property

• Intellectual property rights in the Service, including its software, source code, interface designs, documentation, trademarks and logos, belong to us or our licensors.
• Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable limited right to use the Service solely to operate your own business.
• Rights in the product information, images and business data you upload or enter remain with you or the original rights holder. We claim no ownership over them.
• To improve the product, we may perform de-identified statistical analysis of system operating data (such as API performance or feature usage frequency). Such analysis does not identify any user, store or buyer.
• Nothing in these Terms grants any licence to your trademarks, trade names or other marks.

8. Data authorization and ownership

8.1 Ownership

Your store operating data (products, orders, inventory, finance and so on) belongs to you. We hold and process it only to provide the Service and claim no ownership over it.

8.2 The processing licence you grant us

To provide the Service, you authorize us and our sub-processors to:

• read Marketplace Data within the permissions you have granted, through official marketplace APIs;
• store, transmit, process, display and back up that data in order to deliver the Service's functionality;
• transmit shipping information (carrier, tracking number and similar) back to the relevant marketplace through its official APIs.

This authorization is limited to providing the Service and nothing else. We do not use your data for advertising, marketing or profiling, and we do not sell or rent it to third parties.

8.3 Your warranties

You warrant that you hold lawful rights over the Marketplace Data you provide, that you are entitled to authorize us to process it as described above, that you have established the necessary legal basis for any Buyer Personal Information it contains, and that the data does not infringe the lawful rights of any third party.

8.4 Export and deletion

You may export your business data at any time. After you unbind a store, close your account or the Service ends, we will delete or anonymize your data within 30 days, unless mandatory record-keeping requirements provide otherwise. See our Privacy Policy for details.

8.5 Backups

We maintain reasonable backups to guard against data loss but do not guarantee their completeness. We recommend keeping your own backups of critical business data.

9. Third-party marketplace terms

• When you connect stores on Amazon, Ozon or other marketplaces through the Service, you must still comply with that marketplace's seller agreement, developer policies, data protection policy and other applicable rules.
• Our calls to marketplace APIs depend on the marketplace's open capabilities. If a marketplace changes its APIs, alters permission requirements, restricts access or discontinues a service, the corresponding features of the Service may be affected.
• Any action a marketplace takes against your seller account — including restriction, suspension or banning — is decided independently by that marketplace under its own rules. We bear no liability and are not obliged to appeal on your behalf.
• The names and trademarks of Amazon, Ozon and other marketplaces belong to their respective owners and are referenced in the Service solely to describe integration relationships objectively.

10. Changes, suspension and termination

1. Changes to the Service: we may upgrade, adjust or retire parts of the Service. We will notify you in advance of material changes.
2. Suspension: we may immediately suspend or restrict your use of the Service where:
   • you breach these Terms or marketplace rules;
   • you fail to pay fees when due;
   • your conduct endangers system security or other users' normal use;
   • required by law, a judicial body or a regulator;
   • a marketplace requires us to stop providing you with access to its data.
3. Termination by you: you may stop using the Service and close your account at any time. Please export any data you need first.
4. Termination by us: if we decide to discontinue the Service, we will give you 30 days' notice and refund fees paid for any unused period on a pro-rata basis.
5. Effect of termination: after the Service ends, we will delete or return your data as described in Section 8 and the Privacy Policy. The provisions on intellectual property, disclaimers, limitation of liability, indemnity, confidentiality and dispute resolution survive termination.

11. Disclaimer of warranties

The Service is provided "as is" and "as available". To the maximum extent permitted by law, we make no express or implied warranties that:

• the Service will be uninterrupted, timely, secure or error-free;
• Marketplace Data obtained through the Service will always be complete, accurate or real-time;
• use of the Service will achieve any particular business outcome, profit or sales increase;
• the Service will meet all of your business requirements.

The availability, accuracy and timeliness of marketplace APIs and data are determined by the marketplaces and are beyond our control. You should cross-check against the original data in the marketplace portals before making important business decisions.

We are not liable for service interruptions or data issues caused by: force majeure (natural disasters, epidemics, war, government action and similar); failures of telecommunications, network or power infrastructure; marketplace API changes or outages; your own equipment, network or operating errors; or third-party attacks, malware and similar events that we could not avoid despite reasonable efforts.

12. Limitation of liability

To the maximum extent permitted by law:

• Our total aggregate liability arising out of these Terms or the Service is limited to the total service fees you actually paid us in the twelve (12) months preceding the event giving rise to the claim.
• We are not liable for indirect, incidental, special or punitive damages, including loss of profit, loss of goodwill, loss of data, loss of anticipated revenue or business interruption, even if we were advised of the possibility of such damages.
• We are not liable for disputes between you and buyers, suppliers, marketplaces or any other third party.
• These limitations do not apply to personal injury caused by our wilful misconduct or gross negligence, or to any other matter that cannot lawfully be limited or excluded.

13. Indemnity

You will defend and indemnify us and our affiliates, employees and sub-processors against any third-party claim, action, penalty or loss (including reasonable legal fees) arising from:

• your breach of these Terms or applicable law;
• your breach of an agreement or policy of Amazon, Ozon or another marketplace;
• your use of Marketplace Data or Buyer Personal Information beyond the authorized scope;
• your lack of lawful operating or authorization rights over a store you bound;
• product information, images or other content you provide infringing third-party intellectual property.

14. Confidentiality

• Each party (the "receiving party") must keep confidential the trade secrets and other non-public information of the other party (the "disclosing party") obtained in connection with these Terms, and must not disclose it to third parties or use it for purposes other than these Terms without written consent.
• Your store business data and Credentials are important confidential information of yours, which we protect in accordance with these Terms and the Privacy Policy.
• Confidential information does not include information that: is or becomes public knowledge; was lawfully known to the receiving party before disclosure; is lawfully obtained from a third party entitled to disclose it; or must be disclosed by law or regulation (in which case the disclosing party will be notified to the extent legally permitted).
• Confidentiality obligations survive termination of these Terms.

15. Changes to these Terms

We may revise these Terms in response to legal developments, marketplace policy changes or business needs. Revised Terms are published on this page with an updated "Last updated" date.

For material changes, we will give advance notice through prominent means such as in-product notifications or email. Continued use of the Service after a change takes effect constitutes acceptance; if you do not agree, you should stop using the Service before it takes effect and may close your account.

16. Governing law and disputes

• These Terms and any dispute arising from them are governed by the laws of the People’s Republic of China, excluding conflict-of-laws rules.
• The parties will first attempt to resolve any dispute arising out of these Terms or the Service through good-faith negotiation.
• If negotiation fails, either party may bring proceedings before Zhengzhou, Henan Province.
• While a dispute is being resolved, the parts of these Terms not in dispute remain in effect.

17. Miscellaneous

• Entire agreement: these Terms, together with the Privacy Policy and any order form or written document separately signed by the parties, constitute the entire agreement regarding the Service and supersede all prior oral or written communications and commitments.
• Severability: if any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the parties will substitute a provision closest to the original intent.
• No waiver: a party's failure or delay in exercising any right under these Terms is not a waiver of that right.
• Assignment: you may not assign your rights or obligations under these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition or transfer of assets, and will notify you if we do.
• Notices: we may send notices via in-product messages, the email address you registered, SMS or announcements on this page. Such notices are deemed delivered on the date sent.
• Language: these Terms are executed in Chinese, which prevails. Translations into other languages are provided for convenience only, and the Chinese version governs in case of inconsistency.