Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (or the entity you represent) ("Customer," "you," or "your") and SaraCloud Inc, a Colorado corporation (Entity ID: 20261029600) with its registered office at 1500 N Grant St, Suite R, Denver, CO 80203, USA ("SaraCloud," "we," "us," or "our"), governing your access to and use of the ERP Smart Cloud platform and related services (collectively, the "Service").

If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" or "your" refer to that entity.

These Terms are effective as of the date you first access or use the Service, and supersede any prior agreements between you and SaraCloud regarding the Service.

2. The Service

ERP Smart Cloud is a cloud-based enterprise resource planning (ERP) software platform designed for cross-border e-commerce businesses. The Service includes, but is not limited to, the following capabilities:

• Order management and fulfillment workflow automation
• Inventory tracking and management across multiple warehouses
• Integration with supported e-commerce marketplaces (Temu, Shopee, Mercado Libre, Ozon, and others as added)
• Logistics and shipping coordination
• Multi-currency financial reporting and reconciliation
• Product listing management and synchronization
• Supplier and procurement management
• Analytics, dashboards, and business intelligence reporting

SaraCloud reserves the right to modify, suspend, or discontinue any feature or aspect of the Service at any time, with reasonable notice to active subscribers where material changes are involved.

3. Account Registration

To access the Service, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information to keep it accurate and complete
• Keep your login credentials confidential and not share them with unauthorized third parties
• Be solely responsible for all activity that occurs under your account
• Notify us immediately at support@erpsmartcloud.com of any unauthorized use of your account or any other security breach

You must be at least 18 years of age and legally capable of entering into binding contracts to create an account. Accounts registered by automated means are prohibited.

SaraCloud reserves the right to refuse registration, suspend, or terminate accounts at its sole discretion, including for violation of these Terms.

4. Subscriptions & Payment

4.1 Subscription Plans

The Service is offered on a subscription basis. Current plans and pricing are published at erpsmartcloud.com/pricing. SaraCloud reserves the right to modify pricing with at least 30 days' advance notice to existing subscribers.

4.2 Billing

Subscription fees are billed in advance on a monthly or annual basis depending on the plan selected. All fees are stated in US Dollars (USD) and are non-refundable except as expressly stated in these Terms or required by applicable law.

By providing payment information, you authorize SaraCloud (or its payment processor) to charge the applicable fees to your payment method on a recurring basis. You are responsible for ensuring your payment method remains valid and for all applicable taxes.

4.3 Late Payments

If a payment fails, we will notify you and provide a grace period of 7 days to update your payment method. If payment is not received within the grace period, your account may be suspended. Suspended accounts may be reactivated upon payment of all outstanding amounts.

4.4 Refunds

Monthly subscription fees are non-refundable. For annual subscriptions, you may request a prorated refund within 30 days of the annual billing date if you are not satisfied with the Service and have not violated these Terms. Refund requests should be submitted to billing@erpsmartcloud.com.

5. Free Trial

SaraCloud may offer a free trial period (currently 14 days) at its discretion. During the free trial:

• Full access to the selected plan's features is provided at no charge
• No credit card is required to begin a trial unless otherwise stated
• At the end of the trial period, you may choose to subscribe or your access will automatically transition to a limited or inactive state
• SaraCloud reserves the right to modify or discontinue free trial offers at any time without notice

One free trial per person or entity. Using multiple accounts to obtain additional free trials is prohibited.

6. Acceptable Use

6.1 Permitted Use

You may use the Service solely for your own legitimate business purposes in connection with your cross-border e-commerce operations, in accordance with these Terms and all applicable laws and regulations.

6.2 Prohibited Conduct

You agree not to, and not to allow any third party to:

• Use the Service for any unlawful purpose or in violation of any applicable laws, including trade sanctions, export controls, or marketplace platform policies
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without express written permission from SaraCloud
• Use the Service to transmit spam, malware, or other malicious content
• Attempt to gain unauthorized access to any portion of the Service or its related systems
• Interfere with or disrupt the integrity, performance, or availability of the Service
• Use automated scripts or bots to access the Service in a manner that causes excessive load
• Upload or transmit content that infringes intellectual property rights or violates applicable law
• Misrepresent your identity or affiliation in connection with the Service
• Use the Service to facilitate money laundering, fraud, or other financial crimes

SaraCloud reserves the right to investigate and take appropriate action against violations of this section, including suspension or termination of accounts and referral to law enforcement authorities.

7. Your Data & Content

7.1 Ownership

You retain full ownership of all data, content, and information you submit, upload, or create within the Service ("Customer Data"), including business data, product listings, order records, and financial information. SaraCloud claims no ownership rights over your Customer Data.

7.2 License to SaraCloud

By using the Service, you grant SaraCloud a limited, non-exclusive, royalty-free license to access, process, store, and transmit your Customer Data solely as necessary to provide and improve the Service, in accordance with our Privacy Policy.

7.3 Data Accuracy

You are solely responsible for the accuracy, quality, legality, and completeness of your Customer Data. SaraCloud is not responsible for errors or issues resulting from inaccurate or incomplete data provided by you.

7.4 Data Export

You may export your Customer Data at any time while your account is active. Upon termination, you will have 30 days to export your data. After this period, SaraCloud may delete your data in accordance with our Privacy Policy and data retention schedule.

8. Intellectual Property

The Service, including its software, technology, user interface, design, text, graphics, and all other content created by SaraCloud, is the exclusive intellectual property of SaraCloud Inc and is protected by US and international copyright, trademark, patent, trade secret, and other intellectual property laws.

These Terms do not grant you any ownership rights in or to the Service. Your right to use the Service is limited to the license expressly granted in these Terms and terminates upon expiration or termination of your subscription.

"ERP Smart Cloud" and associated logos and product names are trademarks of SaraCloud Inc. You may not use our trademarks without prior written consent.

9. Third-Party Integrations

The Service integrates with third-party marketplaces and services (including Temu, Shopee, Mercado Libre, Ozon, TikTok Shop, and logistics and payment providers). These integrations are offered as a convenience and are subject to the terms and conditions of those third parties.

SaraCloud does not control third-party platforms and is not responsible for their availability, accuracy, policies, or actions. Changes by third-party platforms to their APIs or policies may affect Service functionality, and SaraCloud will endeavor to adapt to such changes but cannot guarantee uninterrupted integration.

You are responsible for complying with the terms of service of all third-party platforms you connect to through the Service.

10. Confidentiality

Each party agrees to hold the other party's confidential information in strict confidence and not to disclose it to third parties without prior written consent, using at least the same degree of care as it uses to protect its own confidential information (but no less than reasonable care).

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was already in the receiving party's possession before disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law or court order.

11. Disclaimers

SaraCloud does not warrant that:

• The Service will be uninterrupted, error-free, or completely secure
• The results obtained from using the Service will be accurate or reliable
• Any errors in the Service will be corrected within a specific timeframe
• The Service will meet your specific business requirements

Financial reports, analytics, and data generated by the Service are provided for informational purposes only and should not be used as the sole basis for financial, tax, legal, or business decisions. You are responsible for verifying all data and consulting qualified professionals for such decisions.

12. Limitation of Liability

In no event shall SaraCloud's total liability to you for all claims arising out of or relating to these Terms or the Service exceed the total amount of fees paid by you to SaraCloud in the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless SaraCloud Inc, its affiliates, officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your Customer Data or content you provide to the Service
• Your violation of any third-party rights, including marketplace platform terms of service

14. Term & Termination

14.1 Term

These Terms commence when you first access or use the Service and continue until your subscription is terminated or expires.

14.2 Termination by You

You may cancel your subscription at any time from your account settings or by contacting support@erpsmartcloud.com. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of the period for which you have paid.

14.3 Termination by SaraCloud

SaraCloud may suspend or terminate your access to the Service immediately and without prior notice if:

• You materially breach these Terms and fail to cure the breach within 14 days of written notice
• You engage in fraudulent or illegal activity through the Service
• Continued provision of the Service creates legal or regulatory risk for SaraCloud
• You fail to pay fees when due after the grace period has elapsed

14.4 Effect of Termination

Upon termination, your right to access and use the Service ceases immediately (or at the end of the paid period for customer-initiated cancellation). Sections that by their nature should survive termination will survive, including Sections 7 (Your Data), 8 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 15 (Governing Law).

15. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If the dispute is not resolved within 30 days of written notice, it shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Denver, Colorado.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm. You agree to file any claim within one (1) year after the cause of action arose; otherwise, such claim is permanently barred.

Class Action Waiver: You agree that any arbitration or legal proceeding will be conducted solely on an individual basis, and you waive any right to participate in a class action lawsuit or class-wide arbitration.

16. Changes to These Terms

SaraCloud reserves the right to update these Terms at any time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page
• Notify registered users by email or in-app notification at least 14 days before the changes take effect
• Provide a summary of material changes in the notification

Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of those Terms. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription before the effective date.

17. Contact

For questions or concerns about these Terms of Service, please contact:

We aim to respond to all legal inquiries within 5 business days.