Jifeng WMS Terms of Service

Effective Date: October 15, 2026

Release Date: October 15, 2026

Chapter I General Provisions

1.1 Contracting Parties

This Jifeng WMS Terms of Service (hereinafter referred to as "this Agreement") is jointly entered into by and between the legal entity utilizing this system (including but not limited to enterprises, public institutions, individual industrial and commercial households, etc., hereinafter referred to as the "User" or "You") and the operating service providers of this system, Shenzhen Tuoxun Network Technology Co., Ltd. and VASTAR SINGAPORE TECHNOLOGY PTE LTD (hereinafter collectively referred to as "the Platform", "We", or "Us").

1.2 Effectiveness and Acceptance of the Agreement

1.2.1 When You check the confirmation box, register and log in, interface via API, purchase and pay, or actually access and use the Jifeng Warehouse Management System (hereinafter referred to as "the System" or "this System") operated by the Platform, You represent that You have fully read, understood, and agreed to be legally bound by all terms of this Agreement as well as all rules, notices, and operational guidelines published by the Platform.

1.2.2 If You do not agree to any content of this Agreement, or cannot accurately understand the Platform's interpretation of any terms, please immediately discontinue the registration, login, or use of this System.

1.3 Qualifications and Authorization

1.3.1 You explicitly represent and warrant that You possess the requisite legal capacity and legitimate qualifications necessary to execute and perform this Agreement.

1.3.2 If You execute or accept this Agreement on behalf of an enterprise, public institution, or other legal entity, You are deemed to have obtained legitimate and valid authorization from such entity. Such entity shall act as the legal principal assuming all actions conducted under this System and all legal liabilities arising therefrom.

1.4 Composition and Supplementary Rules

The content of this Agreement includes the main text hereof and all service rules, operational guidelines, privacy policies, update announcements, and other terms that the Platform has published or may publish in the future (collectively referred to as "Supplementary Rules"). Once officially promulgated, such Supplementary Rules shall form an integral part of this Agreement and possess identical legal effect as the main text.

Chapter II Scope of Services

2.1 Service Delivery Model

2.1.1 The Platform provides Users with online access, operations, and data hosting services for the System via the Internet under the Software-as-a-Service (SaaS) model.

2.1.2 Users shall be responsible for equipping themselves with terminal devices (such as computers, handheld terminals, barcode scanning devices, etc.) and telecommunication services required to access the Internet, and shall bear all costs and expenses arising therefrom.

2.2 Core Functional Modules

The WMS services made available to Users by the Platform encompass the following standardized business modules:

2.2.1 Warehouse Master Data Management: Establishing, categorizing, and maintaining master profiles for warehouses, zones, bin locations, SKU master data, suppliers, and customer databases.

2.2.2 Inbound Operations Management: Receiving inbound advance shipment notices (ASN), goods inspection upon arrival, barcode/RFID binding, putaway guidelines, and inbound exception processing.

2.2.3 In-Warehouse & Inventory Management: Real-time inventory queries, location transfers, stocktaking (cycle counting, initial counting, recount, and variance adjustments), shelf-life tracking, and lot/batch management.

2.2.4 Outbound & Fulfillment Management: Outbound order intake, wave dispatch strategy configuration, picking path guidance, secondary checking and packing, weighing, and carrier handover.

2.2.5 Statistical Reports & Alerts: Multi-dimensional inventory turnover reports, operational labor performance metrics, and automated alerts for inventory thresholds (max/min levels), expiry dates, and slow-moving stock.

2.3 System Integration & External Interfacing

2.3.1 The Platform provides Users with standard Application Programming Interfaces (APIs) or data import/export tools to facilitate data exchange between the System and e-commerce marketplaces, Enterprise Resource Planning (ERP) systems, third-party logistics (3PL) providers, or express carrier networks.

2.3.2 Both parties shall strictly adhere to the API technical documentation and interface specifications published by the Platform. The Platform shall not be held liable for any data transmission failures or inaccuracies caused by modifications in third-party systems, carrier API updates, or improper User operations.

2.4 Technical Support & Maintenance

2.4.1 The Platform shall provide Users with necessary online documentation, customer support, and frequently asked question (FAQ) materials.

2.4.2 To ensure system security, stability, and functional integrity, the Platform reserves the right to perform ongoing optimization, upgrades, maintenance, or adjustments to system architecture, source code, and functional modules.

Chapter III Account Management

3.1 Account Registration & Authenticity of Information

3.1.1 When registering an account in the System, the User must submit authentic, accurate, complete, and valid identity information and corporate qualification documents (including but not limited to business licenses, statutory representative identity documents, etc.).

3.1.2 In the event of any changes to the User's registered information, contact details, or corporate qualifications, the User shall update such information in the System or notify the Platform in writing within three (3) business days of such change. The User shall bear all liabilities for service interruptions, delivery failures of official notices, or any losses resulting from failure to update information in a timely manner.

3.2 Security and Custody of Account Credentials

3.2.1 Upon successful registration, the Platform will generate a primary administrator account for the User. The User shall properly safeguard all authentication credentials, including usernames, login passwords, API Keys, and API Secrets.

3.2.2 All operations performed under the User's account credentials (including but not limited to logging in, calling API interfaces, submitting data, issuing instructions, and modifying configurations) shall be deemed authorized acts of the User itself. The User shall bear full legal responsibility for all consequences arising therefrom.

3.2.3 Users shall not gift, lend, rent, transfer, or license their account credentials to any unauthorized third party.

3.3 Sub-Accounts and Permission Management

3.3.1 The User is entitled to create sub-accounts under its primary account within its authorized quota, and assign specific operational permissions to its internal employees or affiliates.

3.3.2 All actions conducted by sub-accounts and the legal consequences thereof shall be borne entirely by the User. The User shall maintain robust internal access control mechanisms and promptly revoke or modify sub-accounts and permissions upon employee termination or job reassignment.

3.4 Abnormal Login and Security Incidents

3.4.1 If the User discovers that account credentials are lost, leaked, or subjected to unauthorized access or misappropriation, it shall immediately notify the Platform via designated emergency customer service channels and apply to freeze the account or reset credentials.

3.4.2 The Platform shall not be liable for any loss or data leakage incurred due to fraudulent use of the account prior to receiving valid notification from the User. Nor shall the Platform be liable for losses occurring during the reasonable timeframe required to take freezing or suspension actions upon receipt of such notice, except where caused by the Platform's intentional misconduct or gross negligence.

Chapter IV Service Fees

4.1 Fee Structure & Service Packages

4.1.1 The System adopts a combined charging model of "Core Subscription Package + Optional Value-Added Services", operating under a strict 100% upfront prepayment principle (payment prior to usage).

4.1.2 Core Subscription Packages: Users may subscribe to different tiers and durations of core service packages (including but not limited to Free Edition, Basic Edition, Professional Edition, Enterprise Edition, Flagship Edition, etc.) based on business requirements. The order quota, service duration, number of sub-accounts, warehouse capacity, and support service levels included in each package shall be governed by the package details displayed on the System interface at the time of purchase or the order form executed by both parties.

4.1.3 Optional Value-Added Services: Users may voluntarily purchase one-off or itemized value-added services (such as remote warehouse layout design, independent enterprise database deployment, smart hardware integration, advanced brand management, etc.) on top of their core subscription. The scope, fee schedule, and delivery milestones for value-added services shall be subject to the real-time display on the purchase page.

4.2 Payment & Service Provisioning

4.2.1 When purchasing or renewing, the User shall pay the full amount of the selected core service package and value-added services in a lump sum via online payment channels or offline corporate bank transfers designated by the Platform.

4.2.2 The Platform will activate the corresponding subscription permissions or initiate value-added service delivery upon confirming receipt of the User's full prepaid fees. The Platform reserves the right to withhold service activation or suspend delivery if full payment has not been verified.

4.3 Quota Depletion, Expiration & Renewal

4.3.1 Order Quotas & Term: If the subscription package contains a capped order volume (quota) or validity term, the User shall utilize the service within such parameters. Once the package expires or the order quota is depleted (whichever occurs first), service capabilities will automatically pause or become restricted, and the User must purchase a new package or execute a renewal.

4.3.2 Overdue Accounts & Expiration Actions: In the event of subscription expiration or quota exhaustion without timely renewal or upgrade, the Platform has the right to restrict, freeze, or suspend access to part or all of the System. The User shall solely bear all operational losses resulting from delayed renewal, including warehouse operation stoppages or order fulfillment delays.

4.4 Taxes and Refund Policy

4.4.1 Upon receiving full payment, the Platform shall issue a compliant tax invoice in accordance with applicable tax laws based on the actual tax-inclusive amount paid. The User must provide accurate invoicing details (corporate entity name, Taxpayer Identification Number, etc.) and shall be responsible for their authenticity.

4.4.2 Given that the services involve software license activation, cloud resource pre-allocation, and manual value-added service scheduling, all paid subscription fees and value-added service charges are non-refundable once paid, except as otherwise mandated by compulsory provisions of law or explicitly agreed herein.

Chapter V Data Ownership

5.1 Ownership of User Data

5.1.1 All business data imported, entered, generated, processed, or stored by the User during the utilization of the System (including but not limited to SKU master files, inventory records, bin location maps, inbound/outbound orders, shipment records, recipient addresses, and contact numbers, collectively "User Data") shall remain the absolute property of the User, and all intellectual property rights and related legitimate interests therein belong exclusively to the User.

5.1.2 The User represents and warrants that it holds full and legitimate ownership or legal authorization for all User Data imported or transmitted into the System, and that such data violates no laws or regulations and infringes no legitimate rights of any third party.

5.2 Data License and Restrictions

5.2.1 The User expressly grants the Platform a limited license during the term of this Agreement to access, use, store, and process User Data solely for the necessary purposes of providing System services, maintaining operational stability, troubleshooting, and performing technical maintenance.

5.2.2 Without the prior written consent of the User, the Platform shall not disclose, transfer, or sell User Data to any third party, except where mandatory disclosure is required by laws, judicial/administrative authorities, or expressly stipulated under this Agreement.

5.3 Anonymized Data & Derivative Analytics

5.3.1 The Platform has the right to collect, analyze, and utilize system runtime metrics (such as system logs, access logs, performance telemetry) generated during the User's operations, as well as aggregated industry statistical data that has undergone irreversible de-identification and anonymization.

5.3.2 All ownership and intellectual property rights in such anonymized data and derivative analytics shall belong to the Platform. The Platform may utilize such data to refine system features, optimize service quality, or publish industry benchmark insights, provided that such use shall never expose the User's trade secrets or identify specific User operations.

Chapter VI Privacy Protection

6.1 Compliance with Personal Information Protection

6.1.1 The Platform attaches paramount importance to data privacy and strictly adheres to applicable data protection and personal information privacy laws (including but not limited to the Personal Information Protection Law of the People's Republic of China). The Platform maintains an independent Privacy Policy detailing the collection, processing, and protection of personal data, which possesses identical legal efficacy as this Agreement.

6.1.2 Prior to importing or transmitting data containing personal information (such as recipient names, telephone numbers, and delivery addresses) into the System, the User covenants and warrants that it has lawfully obtained standalone consent from the data subjects or possesses other valid legal grounds, and has duly fulfilled statutory notification obligations.

6.2 Processing Purposes & Data Minimization

6.2.1 The collection and processing of personal data by the Platform is strictly limited to the minimum scope necessary to fulfill this Agreement, execute warehouse management functions (such as generating air waybills, packing, shipping, tracking logistics), and guarantee system security.

6.2.2 Unless consented to by the data subject or mandated by law, the Platform will not utilize such personal information for commercial purposes outside the scope of this Agreement.

6.3 Security Safeguards & Incident Management

6.3.1 The Platform deploys industry-standard technical and organizational security measures (including end-to-end encrypted transmission, role-based access control, authentication safeguards, firewalls, and multi-tenant data isolation) to prevent personal data from unauthorized access, disclosure, alteration, damage, or loss.

6.3.2 In the event of a confirmed or suspected personal data breach, tampering, or loss incident, the Platform will promptly trigger emergency incident response protocols, take remedial measures, and notify regulatory authorities and affected Users/subjects in accordance with applicable laws.

Chapter VII Confidentiality Obligations

7.1 Definition of Confidential Information

7.1.1 "Confidential Information" refers to all non-public information and materials disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), or accessed by the Receiving Party in connection with the execution or performance of this Agreement, including but not limited to trade secrets, technical designs, software code, system architecture, API specifications, customer profiles, warehouse workflows, financial figures, service pricing, and any confidential oral or written communications.

7.1.2 Confidential Information shall exclude information that:

Is or becomes publicly known through no breach of this Agreement by the Receiving Party;

Was already lawfully in the Receiving Party's possession prior to disclosure, as substantiated by written evidence;

Was lawfully acquired from a third party free of confidentiality restrictions;

Was independently developed by the Receiving Party's personnel without access to or reliance upon the Disclosing Party's Confidential Information.

7.2 Confidentiality Restrictions & Duty of Care

7.2.1 The Receiving Party covenants to maintain the confidentiality of the Disclosing Party's Confidential Information with a degree of care no less than that exercised to protect its own confidential information of like nature (and in no case less than a reasonable standard of care), preventing unauthorized disclosure, misappropriation, or access.

7.2.2 The Receiving Party shall utilize Confidential Information solely for the performance of this Agreement. Without prior written permission from the Disclosing Party, it shall not disclose such information to any third party.

7.2.3 The Receiving Party may disclose Confidential Information only to its necessary officers, employees, legal counsel, accountants, or professional advisors ("Permitted Personnel") who need to know such information for the purposes hereof, provided that such Permitted Personnel are bound by confidentiality obligations no less stringent than those set forth herein. The Receiving Party shall remain fully liable for any breach caused by its Permitted Personnel.

7.3 Compelled Disclosure Exceptions

If the Receiving Party is compelled by applicable laws, court orders, or regulatory demands to disclose Confidential Information, it shall (to the extent legally permissible) provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek protective orders or other remedies, and shall disclose only that portion of Confidential Information strictly required to comply.

7.4 Term of Confidentiality

The confidentiality obligations under this Chapter shall survive any amendment, rescission, termination, or expiration of this Agreement, and shall remain continually binding until the relevant Confidential Information lawfully enters the public domain.

Chapter VIII Intellectual Property Rights

8.1 Platform Intellectual Property

8.1.1 All intellectual property rights (including but not limited to copyrights, trademark rights, patent rights, trade secrets, etc.) and other legitimate rights in and to the System (including source code, object code, user interface designs, workflow interactions, icons, texts, graphics, media, logos, technical architectures, and software/hardware documentation) are exclusively owned by the Platform or its licensors.

8.1.2 This Agreement grants the User only a non-exclusive, non-transferable, non-sublicensable, revocable limited right to access and use the System during the validity period hereof. Nothing herein shall be construed as transferring any intellectual property rights or ownership in the System to the User.

8.2 Prohibited Activities

Without explicit prior written authorization from the Platform, the User shall not (and shall not permit, assist, or induce any third party to):

Reverse engineer, decompile, disassemble, crack, or otherwise attempt to derive the source code, underlying logic, or architecture of the System or any portion thereof;

Copy, modify, adapt, translate, rent, lease, sell, assign, sublicense, or distribute the System or any derivative works or documentation based thereon;

Delete, obscure, or alter any copyright notices, trademark statements, patent marks, or proprietary legends contained within the System;

Utilize the System or its documentation to develop products or services that directly or substantially compete with the System;

Bypass, circumvent, disable, or tamper with any technical protection measures, security protocols, or licensing restrictions embedded within the System.

8.3 IP Infringement Indemnity

8.3.1 If a third party initiates a lawsuit or claim against the User alleging that the User's normal use of the System in accordance with this Agreement infringes such third party's intellectual property rights, the User shall promptly notify the Platform in writing and grant the Platform the exclusive right to control the defense and settlement of such claim.

8.3.2 If the System is adjudicated to be infringing by a competent court, or if the Platform reasonably believes that an infringement claim is likely, the Platform may at its sole discretion:

Procure for the User the right to continue using the System;

Modify or replace the infringing components to render them non-infringing while preserving substantially equivalent functionality;

If neither of the above options is commercially practicable, terminate the relevant services and refund the unconsumed portion of prepaid fees on a pro-rata basis.

Chapter IX User Code of Conduct

9.1 General Compliance

The User covenants and warrants that it will strictly comply with all applicable laws, administrative regulations, departmental rules, and regulatory policies while using the System, and will not utilize the System to engage in any unlawful activities, infringe upon third-party rights, or harm public interests.

9.2 Prohibited Data & Content

The User shall not transmit, store, publish, or disseminate through the System any data or information that:

Violates applicable national laws, imperils national security, divulges state secrets, subverts state power, or undermines national sovereignty;

Promotes terrorism, extremism, violence, obscenity, pornography, gambling, or instigates crimes;

Infringes upon another party's intellectual property, trade secrets, privacy rights, or personal data rights;

Contains unauthorized personal data or misappropriated commercial trade secrets;

Contains computer viruses, Trojan horses, worms, logic bombs, or other malicious payloads designed to damage, disrupt, or intercept system operations.

9.3 System Security Integrity

The User shall not execute any action that threatens the normal operation or cybersecurity of the System, including:

Conducting unauthorized vulnerability scans, penetration testing, port probing, exploit probing, or cyberattacks against the System;

Deploying automated bots, scrapers, crawlers, or high-frequency polling scripts to scrape System data, abuse API quotas, or excessively consume cloud computing or bandwidth resources;

Intentionally exploiting system defects, race conditions, or business logic loopholes to disrupt warehouse workflows or tamper with stored inventory/financial data;

Forging IP addresses, packet headers, or authentication tokens to bypass access controls or execute unauthorized API calls.

9.4 Enforcement & Penalties

If the Platform discovers or receives reports of any violation of this Chapter by the User, the Platform reserves the right to take one or more of the following remedial actions without prior notice:

Issue formal warnings and order immediate rectification, deletion, or blocking of offending data;

Restrict, suspend, or terminate part or all of the User's account permissions or cut off API access credentials;

Directly freeze, disable, or terminate the User's account and service subscriptions;

Cooperate with judicial or administrative authorities by preserving and furnishing audit logs and activity records in accordance with law;

Pursue breach of contract claims and seek full compensation for all damages, losses, and legal costs incurred by the Platform.

Chapter X Disclaimers

10.1 "As-Is" Provision and Warranty Disclaimers

10.1.1 Given the technical complexities inherent in cloud SaaS infrastructure, the Platform provides the System on an "AS IS" and "AS AVAILABLE" basis. The Platform makes no express or implied warranties of any kind (including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, continuous availability, or error-free operation).

10.1.2 While the Platform exercises commercially reasonable efforts to maintain system availability, the Platform does not guarantee that the System will be entirely free from defects, bugs, delays, or interruptions, nor does it guarantee that the System will satisfy all specific business projections of the User.

10.2 Exclusions of Liability

The Platform shall not be held liable for any service interruptions, data losses, delivery delays, transmission errors, or operational failures arising from:

Backbone telecommunication carrier outages, bandwidth throttling, regional network blackouts, DNS resolution errors, or third-party cloud infrastructure failures;

Incompatibilities, misconfigurations, or physical breakdowns of User-side terminal hardware, local networks, barcode scanners, thermal printers, or operating systems;

Service outages, schema changes, protocol updates, or transmission failures occurring in third-party systems integrated by the User (including marketplace platforms, ERPs, 3PLs, or freight carriers);

Cyberattacks, novel malware infections, distributed denial-of-service (DDoS) floods, or zero-day exploits that exceed reasonable industry-standard defensive capabilities, provided such losses were not caused by the Platform's gross negligence or willful misconduct.

10.3 Operations & Business Decision Disclaimers

10.3.1 The System serves as an operational management software tool and data processing platform; it does not replace the User's on-site warehouse administration or operational decision-making. The User shall solely bear all liabilities for physical inventory variances, cargo damage, mispicks, inventory shrinkage, or accounting discrepancies resulting from staff operational errors, data entry mistakes, failure to execute stocktakes, or credential mishandling.

10.3.2 All commercial transactions, freight transportations, merchandising, and contractual fulfillments conducted by the User utilizing the System are performed independently between the User and its counterparties. Any claims, disputes, consumer complaints, or lawsuits arising from product quality, buyer disputes, or carrier breaches are entirely unrelated to the Platform.

Chapter XI Force Majeure

11.1 Definition of Force Majeure

11.1.1 "Force Majeure" refers to objective events that cannot be foreseen, avoided, and overcome by the parties at the time of executing this Agreement, including but not limited to natural disasters (such as earthquakes, typhoons, floods, tsunamis), acts of war, armed conflicts, strikes, riots, terrorist attacks, epidemics/pandemics, significant legislative or regulatory changes, and government or administrative orders.

11.1.2 In light of Internet and SaaS industry characteristics, the following conditions shall also constitute Force Majeure:

Nationwide or regional telecommunications backbone infrastructure disruptions;

Large-scale zero-day cyberattacks, botnet invasions, or DDoS floods that exceed the protective capacity of contemporary industry-standard defense systems;

Mandatory power grid cutoffs or server facility closures commanded by government agencies, judicial authorities, or energy/telecom regulators.

11.2 Relief from Liability and Notification

11.2.1 If either party is delayed or prevented from performing its obligations under this Agreement (excluding payment obligations) due to Force Majeure, the affected party shall be relieved of liability for breach to the extent of such impact.

11.2.2 The affected party shall notify the other party in writing, via system broadcast or email within seven (7) business days of the occurrence, and shall furnish competent evidentiary documentation issued by authoritative bodies within a reasonable period.

11.2.3 The affected party shall take all feasible and reasonable measures to mitigate the losses and operational impacts caused by the Force Majeure event.

11.3 Modification & Termination

If a Force Majeure event persists for more than thirty (30) consecutive days and renders the continued performance of this Agreement futile or impossible, either party may terminate this Agreement by written notice without liability for breach. Following termination, both parties shall perform data export and settlement procedures in accordance with Chapter XIV.

Chapter XII Limitation of Liability

12.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PLATFORM BE LIABLE TO THE USER, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS REPUTATION, OR LOSS/CORRUPTION OF DATA, REGARDLESS OF WHETHER THE PLATFORM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Liability Cap

THE PARTIES EXPRESSLY AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF THE PLATFORM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SYSTEM SHALL IN NO EVENT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE USER TO THE PLATFORM FOR THE AFFECTED SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. IF THE USER USES A FREE TIER OR HAS PAID NO FEES, THE PLATFORM’S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED RMB 100 YUAN.

12.3 Limitation Period & Risk Allocation

12.3.1 Any claim, arbitration, or lawsuit initiated by the User arising out of this Agreement must be filed within one (1) year after the cause of action arises; failure to file within such period shall constitute an absolute waiver of such claim.

12.3.2 The liability caps and damages exclusions established in this Chapter constitute an essential foundation of the commercial bargain between the parties. The service pricing offered by the Platform directly reflects this negotiated allocation of commercial risk.

Chapter XIII Breach of Contract

13.1 Events of Default

Any failure by either party ("Defaulting Party") to perform any representation, warranty, covenant, or obligation under this Agreement, or any violation of the provisions hereof, shall constitute an event of default.

13.2 Remedies for User Default

Upon the occurrence of any of the following defaults by the User, the Platform is entitled to immediately restrict, suspend, or terminate services, freeze or close user accounts, and demand rectification within a specified period:

Failure to pay subscription fees or renewal charges in full as agreed;

Violation of Chapter IX by engaging in unlawful conduct, transmitting prohibited payloads, or attacking system security;

Violation of Chapter VIII by infringing the intellectual property rights of the Platform or third parties (including reverse engineering or unauthorized transfer/sublicensing);

Breach of confidentiality obligations under Chapter VII.

13.3 Forfeiture & Damages

If the Platform terminates service due to the User's default, all unconsumed prepaid fees shall be forfeited and non-refundable. The Platform expressly reserves the right to pursue full recovery of all losses suffered (including direct economic losses, litigation costs, attorney fees, and forensic appraisal expenses).

13.4 Platform Default

If the System experiences prolonged unscheduled downtime or catastrophic data loss due to the Platform's gross negligence or intentional misconduct and fails to remediate within a reasonable timeframe, the Platform shall compensate the User for direct economic losses up to the liability ceiling stipulated in Chapter XII.

Chapter XIV Agreement Amendments & Termination

14.1 Amendments and Updates

14.1.1 The Platform reserves the right to revise or update this Agreement and associated rules (including the Privacy Policy) at any time to reflect business developments, legal updates, or service enhancements.

14.1.2 Updated agreement texts will be communicated in advance via system announcements, website notices, modal popups, or email. If the User disagrees with the revisions, it may cease using the System and cancel its account prior to the effective date; continued login or use of the System after the effective date constitutes full acceptance of the updated Agreement.

14.2 Termination

14.2.1 Voluntary Termination by User: The User may discontinue using the System or request account deregistration at any time during the subscription period. However, prepaid fees are non-refundable, unless otherwise mandated by compulsory legal provisions or agreed in writing.

14.2.2 Unilateral Termination by Platform: The Platform may immediately terminate this Agreement and revoke account access by written notice if:

The User commits a material breach hereof (including fee delinquency, illegal operations, IP infringement, or security breaches);

The User enters into bankruptcy, liquidation, dissolution, insolvency, or debt restructuring proceedings, or is blacklisted by regulatory bodies;

Continued service provision becomes unlawful or commercially unfeasible due to legislative or regulatory changes.

14.3 Post-Termination Data Retention and Purge

14.3.1 Upon expiration, termination, or cancellation of this Agreement, the Platform will suspend or revoke the User's system operational permissions.

14.3.2 The Platform shall grant the User a thirty (30) day "Data Export Grace Period" following termination, during which the User may access standard export features or contact support to download and back up its stored business data.

14.3.3 Upon expiration of the 30-day grace period, unless retention is otherwise mandated by law (such as statutory requirements to preserve transaction logs or tax invoice records), the Platform has the right to permanently purge, delete, or anonymize all cloud-stored User Data without incurring any liability.

Chapter XV Governing Law and Dispute Resolution

15.1 Amicable Negotiations

Any dispute, controversy, claim, or liability for breach arising out of or in connection with this Agreement shall first be settled through amicable negotiations between the Parties.

15.2 Governing Law and Dispute Resolution

If the dispute cannot be resolved through negotiations within [30] days from the date on which it arises, the governing law and dispute resolution institution shall be determined based on the user's legal entity status and the corresponding contracting party, as set forth in the table below:

15.3 The aforesaid arbitral awards shall be final and legally binding on both Parties.

Chapter XVI Miscellaneous

16.1 Notices and Delivery

16.1.1 Any formal notice, alert, or announcement sent by the Platform to the User may be delivered via internal modal popups, in-system direct messages, website announcements, email, SMS, or postal mail. Such notices shall be deemed duly served upon transmission (for popups/announcements, at the time of release; for email/SMS, upon successful dispatch; for postal mail, on the third day following dispatch).

16.1.2 Formal legal notices or documents delivered by the User to the Platform must be served in writing to the official contact email or legal registered address published on the Platform.

16.2 Severability & Entire Agreement

16.2.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be limited or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

16.2.2 This Agreement (including the referenced Privacy Policy, supplementary agreements, executed order forms, and system rules) constitutes the entire understanding and agreement between the parties regarding the subject matter hereof, superseding all prior oral or written negotiations, statements, and understandings.

16.3 Non-Waiver

The failure or delay of the Platform to exercise or enforce any right or remedy provided under this Agreement shall not operate as a waiver of such right or remedy, nor shall it preclude or restrict the future exercise of that or any other right or remedy.