1. Purpose and Effective Date These Terms of Service ("Terms") govern the commercial use of the Saerosoft platform and services by customers, their affiliates, and authorized personnel. The Terms become effective on the date stated in the applicable Commercial Documents or, if absent, on the date when the Merchant confirms purchase authorization and payment conditions.
2. Relationship of Documents These Terms are supplemented by the order form, proposal, statement of work, scope annex, invoice, and any addendum signed by both parties (together, the "Commercial Documents"). In case of inconsistency, Commercial Documents shall prevail for order-specific commercial matters, and these Terms govern operational and standard legal framework unless otherwise agreed.
3. Eligibility The Service is available only to entities that are legally capable of entering commercial contracts and are authorized to bind the Merchant. The Merchant represents that all registration details submitted are accurate, complete, and kept current throughout the contract term.
4. Account and Security Governance The Merchant is responsible for creating secure accounts, enforcing role-based access, limiting privileged access, and promptly removing user access when staff change or contract changes occur. The Merchant is solely responsible for internal account abuse, credential leakage, or unauthorized use by its personnel.
5. Access, License, and Account Use Saerosoft grants the Merchant a limited, non-exclusive, non-transferable right to use the Service in production for the Merchant's own operations during the Subscription Period. The Merchant may not resell, sub-license, mirror, reverse engineer, or use the Service for unlawful or high-risk activities without prior written consent.
6. Service Scope and Exclusions Default scope includes storefront operations, catalog and order management, administration console, supported integrations, standard onboarding, migration support, and helpdesk coverage as defined in the Commercial Documents. Feature scope expansion, custom coding, UI/UX redesign, paid campaigns, or special operations support are considered additional services and require written approval.
7. Fees, Invoicing, and Payment Fees are charged according to the agreed Commercial Documents and invoice schedule. Unless the invoice states otherwise, subscription fees are payable in advance for each billing period. Recurring payments may auto-renew only when explicitly enabled by the Merchant and confirmed in writing.
8. Late Payment and Collection If payment is overdue, Saerosoft may issue written notice and suspend service access until payment is received. Late fees, collection expenses, reversal charges, and legal recovery costs are recoverable from the Merchant where permitted by law and contract.
9. Taxes and Third-Party Charges Applicable taxes (including VAT, sales taxes, and similar levies) are charged in addition to fees when required. Transfer fees, card/PG charges, foreign exchange fees, customs duties, and taxes levied by third-party providers are outside the base service fee unless the Commercial Documents expressly include them.
10. Data Ownership and Merchant Content Responsibility The Merchant owns and controls Merchant Data, including product data, customer communications, orders, pricing, and content it uploads, and grants Saerosoft a limited operational license to process it for service delivery. The Merchant is responsible for legality, accuracy, and consumer-law compliance of all such data and content.
11. Data Usage and Privacy Boundaries Saerosoft processes Merchant Data only for Service operation, support, invoicing, legal compliance, and security purposes. The Merchant must retain supporting records and end-customer privacy notices and consents where required by law. Saerosoft may process metadata logs for security monitoring and incident response.
12. Availability, Maintenance, and Incident Handling Service availability is targeted to a commercially reasonable standard, subject to planned maintenance, emergency incidents, and events outside Saerosoft's control. Saerosoft will provide commercially reasonable notice for scheduled maintenance and will use commercially reasonable efforts to restore service promptly after incidents.
13. Support Channels and Response Standards Support channels and response expectations are defined by the purchased plan and SLA. Saerosoft provides standard issue triage and corrective action during reasonable business hours, excluding force majeure, major external outages, abuse, or non-compliant changes made by the Merchant.
14. Acceptance, Testing, and Use Rights Where the onboarding process includes acceptance milestones, the Merchant may be required to confirm go-live readiness. If acceptance is not confirmed within the defined timeline due to delayed data, testing, or operational dependency, Saerosoft may postpone launch milestones without penalty.
15. Intellectual Property All Saerosoft pre-existing technology, core software code, design templates, documentation, and operational methodologies remain the property of Saerosoft unless otherwise stated. The Merchant keeps ownership of its trademarks, product images, descriptions, and licenses for content it owns or lawfully obtains.
16. Confidentiality The parties must protect business, pricing, implementation plans, migration data, and security information marked or reasonably understood as confidential. Obligations continue for the term and for one year after contract expiration, except where a longer retention period is mandated by law.
17. Prohibited Uses The Merchant shall not use the Service for phishing, fraud, prohibited adult content, pirated goods, malware distribution, false advertising, financial scams, or unlawful collection/processing of personal data. In case of serious policy breach, Saerosoft may suspend or terminate access and remove harmful content.
18. Term and Termination Either party may terminate for material breach after written notice and cure period, or as otherwise permitted in the Commercial Documents. Termination does not waive accrued fees, non-refundable onboarding work, completed deliverables, support commitments already earned, and tax remittance obligations.
19. Post-Termination Migration and Data Return After termination, Saerosoft may retain data for lawful retention and dispute needs. The Merchant may request reasonable data export, archive, and shutdown support where technically feasible and within the paid scope, and any additional migration services after completion period are billable.
20. Warranties and Service Disclaimer Saerosoft warrants that it has authority to provide the Service and will perform commercial services in a professional manner. Except where law requires, the Service is provided "as is" for functional fitness at the commercial standard, and no additional fitness-for-a-particular-purpose warranty is given.
21. Limitation of Liability To the fullest extent allowed by law, each party shall not be liable for indirect, punitive, special, exemplary, lost profit, or reputational damages. Subject to mandatory law, total aggregate liability for each party is limited to the fees paid in the twelve (12) months preceding the claim period, or if less, total fees paid to date.
22. Indemnification The Merchant shall indemnify Saerosoft for claims arising from unlawful merchant content, unlawful end-user operations, breach of these Terms, and unpaid fees. Saerosoft shall indemnify the Merchant for third-party IP infringement claims only to the extent resulting from Saerosoft's pre-existing code, excluding misuse by the Merchant.
23. Audits and Compliance Upon reasonable advance notice, Saerosoft may request documentation for transaction logs, access permissions, and compliance obligations relevant to paid services. The Merchant shall provide records reasonably necessary for audits contemplated by law or contract.
24. Changes to Terms Saerosoft may amend these Terms to reflect law changes, infrastructure changes, security updates, pricing changes, or operational risk updates. For material changes, Saerosoft provides notice with effective date and transition terms; continued use after effective date constitutes acceptance.
25. Compliance, Jurisdiction, and Remedies These Terms are governed by the laws of the Republic of Korea. The parties shall first attempt amicable negotiation. If unresolved, disputes are subject to the commercial court procedures and competent jurisdiction of Seoul, Korea, unless mandatory law provides a different forum. If a court later rules a clause invalid, remaining clauses remain in force.