Terms and Conditions

Please read these terms and conditions carefully. They are intended to outline and explain both our obligations to you as your service provider AND your obligations as a customer or partner.Congratulations on your selection and welcome to DEAR, the online inventory management, designed especially to meet the needs of your small or medium sized businesses. Please read these terms and conditions of use carefully, they are intended to explain our obligations to you as a service provider, as well as your obligations, as our customer, and are binding on any use of the service from the time that access to the service has been provided to you by DEAR. These terms cannot, and are not intended to, answer every question, or address every issue raised by the use of the DEAR Service. Based on the feedback of users like you, DEAR will evolve over time, therefore DEAR reserves the right to change any of these terms and conditions at any time, effective upon the posting of modified terms. DEAR will always ensure that every effort is made to communicate these changes to you, be it via email or notification on the website. As it is likely that changes will occur over time, it is your obligation to ensure that you have read, understood and agreed to the most recent terms as set out on the website. These changes can include, but are not limited to, variances in subscription prices over time. By registering to use the DEAR service, you acknowledge that you have read and understood, and agree to these terms and conditions and that you have the authority to agree to and act on behalf of any person or entity for whom you are using the service.

1. Definition of Terms Used

AGREEMENT refers to these Terms and Conditions of use. ACCESS FEE refers to the monthly fee (without inclusion of any taxes and duties) payable by you as set out in the fee schedule on the website. DEAR reserves the right to vary these subscription fees over time, with notice to you. CONFIDENTIAL INFORMATION includes all information, be it in writing, electronically or orally, exchanged between the parties to this agreement. This does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party. DATA refers to any information inputted by you, or by another party acting on your behalf, into the website. INTELLECTUAL PROPERTY RIGHT refers to any patent, service mark, copyright, trade mark, moral right, right in a design, and any other intellectual or industrial property rights, anywhere in the world, registered or not. SERVICE refers to the online inventory management system made available by DEAR via the website. (This may be changed or updated by DEAR at any time) WEBSITE means the internet site at the domain DEARSystems.com or to any other relevant site operated by DEAR. DEAR means DEAR Systems Limited, as well as to all current and future global subsidiaries of DEAR Systems Limited. INVITED USER means any person or entity authorised by you, the subscriber, to use the service from time to time. SUBSCRIBER refers to the registered user of the service, and includes, where the context permits, any entity on whose behalf that person registers to use the service. YOU means the subscriber, or a user authorised to act on the subscriber’s behalf. YOUR refers to the same.

2. Use of Software

The right to access and use the service via the website, is granted to you by DEAR with roles available to you set according to your subscription type. This right is non-transferable, non-exclusive, and limited by and subject to this agreement. You acknowledge and agree that: A) the Subscriber determines who is an Invited User, as well as what roles and access that invited user has; B) the use of the service by invited users is the responsibility of the subscriber; C) the level of access to the relevant organisation and service is controlled by the subscriber and may be revoked or changed at the subscriber’s discretion at any time; D) in the case of disputes between a subscriber and an invited user regarding access to any organisation or service, the subscriber shall decide what, if any, access the invited user will continue to have. E) DEAR will not be held liable for any error resulting from incorrect, irreversible data entry, by the subscriber or an invited user.

3. Your Obligations

A) PAYMENT OBLIGATIONS:

Invoicing for the access fee will be issued each month, starting with the month from when you changed your Trial subscription to another subscription plan. Access fees are invoiced for the following period of one month of use. DEAR will continue to invoice you monthly until such time as this agreement is terminated in accordance with clause 9 of these terms and conditions. All invoices are made available on the website for download. Payment must be made, or suitable arrangements entered into, of all specified amounts on the invoice, by the due date or within 5 days of the invoice date. Invoices do not include taxes and duties, they remain the sole responsibility of the subscriber. Inactive subscribers will be automatically removed from DEAR inventory after 6 weeks of unpaid subscription as a result of subscription cancellation or failed monthly payments. Subscribers on a free trial basis will be removed from DEAR inventory after 2 weeks from the expiry of the trial date if paid subscription has not been initiated. Cancellation of active monthly or yearly subscriptions will not result in a refund. We have a strict no refund policy on subscriptions. DEAR asserts the right to vary subscription prices over time.

B) PREFERENTIAL PRICING OR DISCOUNTS:

Preferential pricing or discounts on your access fee may be offered to you from time to time as a result of the number of organisations that you have added to the service or that have been added on your authority. Eligibility for any such preferential pricing or discounts is at the discretion of DEAR and is conditional on your acceptance of responsibility for payment of access fees in relation to all organisations added by you. Without prejudice to any other rights that DEAR have outlined in these terms, or to any relevant law, DEAR reserves the right to issue full invoices, without discounts, or to suspend or terminate your use of the service in respect any or all of your organisations, in the event that access fees are not paid in full by the due date stated on the invoice. The cancellation of an active subscription will result in any and all current discounts to be waived and the preceding month’s access fees will need to be paid in full without discount.

C) GENERAL OBLIGATIONS

The use of the service and the website are intended for your own lawful internal business purposes only, in accordance with these terms and any notices or conditions sent directly to you or posted on the website by DEAR. The service and the website can likewise be used on behalf of others or in order to provide services to others but you must ensure that you have authorisation to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this agreement. Invited users are the sole responsibility of the subscriber and DEAR will not be made liable for any actions taken by an invited user.

D) ACCESS CONDITIONS:

1. All usernames and passwords required to access the service must be kept secure and confidential. In the event of an unauthorised use of your password, or any other breach of security, DEAR is to be notified immediately to reset your password. You must take all other actions deemed reasonable by DEAR to maintain or enhance security of DEAR’s computing systems and networks, and your access to the services. 2. When accessing and using the services, as a condition of these terms, you must: (i) Not make any attempt to undermine the integrity or security of DEAR’s computing systems or networks, or of any third party’s computing systems and networks upon which the services are hosted (ii) Not impair the functionality of the services or website, other systems used to deliver the services, or any other user of the services, by your use or misuse of the system (iii) Not attempt to gain unauthorised access to any materials or any computer system on which the services are hosted, other than to those materials you have been given express permission to access. (iv) Not input into the website, or otherwise transmit, any files that may cause damage to any other person’s computing devices or software; offensive content; or material that violates any law (including copyright or trade secret law) and; (v) Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used for the delivery of services for operation except as is strictly necessary for normal operation.

E) REASONABLE USE POLICY

DEAR Inventory is to be used in reasonable way. If your use of DEAR Inventory is deemed not reasonable or your use is causing performance degradation for other Users, we may impose limits on your use of DEAR Inventory. Where possible, you will be given at least 24 hours prior notice and request for your usage to be reduced before imposing any limits. Limitations on your use of DEAR Inventory may include (but are not limited to) the quantities and volumes of the following parameters, per account: (i) storage required to host and backup user data; (ii) sales/purchase transactions per calendar month; (iii) API (application programming interface) calls per five (5) minute period; (iv) page views per five (5) minute period; (v) bandwidth usage per twenty four (24) hour period; (vi) support tickets opened per calendar month; or (vii) users, products and customers.

F) COMMUNICATION CONDITIONS

You agree, as a condition of these terms, that any use of communication tools available through the website, such as forum, chat room or message centre, are to be used only for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the services. This includes, but is not limited to: offers of sale for goods and services, unsolicited commercial email, files that may result in damage to the computing devices or software of other people, offensive content or any content that may be deemed offensive by other users, or content that violates any law, including those of copyright or trade secrets. It is your obligation to ensure that any communications made on the website are lawful and in accordance with these terms and conditions, as outlined above. As with any other web-based forum, you must exercise caution when using the available communication tools. However, DEAR does reserve the right to remove any communication it deems breaches these conditions at any time in its sole discretion.

G) INDEMNITY

DEAR shall not be liable for any claims, costs, damages or loss arising from your breach of any of these terms and obligations. DEAR will not be held responsible for any human-error resulted in incorrect irreversible data entry. We are not liable for any service interruption caused by internal windows azure platform problems.

4. Confidentiality and Privacy

A) Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law: (i) All confidential information obtained in connection with these terms, must be preserved. No confidential information will be disclosed or made available to any person, or used for benefit, other than as contemplated by these terms, without the prior written consent of the other. (ii) Each party’s obligations under this clause will survive termination of these terms. (iii) These provisions shall not apply to any information which is or becomes public knowledge other than by a breach of this clause; is received from a third party who acquires it legally and is under no disclosure restrictions; is independently developed without access to the confidential information

B) Privacy:

DEAR’s privacy policy is detailed at https://dearsystems.com.cn/privacy-policy/. Acceptance of these terms indicates that you have read, understood and agree to the privacy terms as set out in that policy.

5. Intellectual Property

A) General:

All intellectual property rights in the services, the website and any documentation relating to the services, and all titles, will remain the property of DEAR and/or its licensors.

B) Ownership of Data:

Title to, and all intellectual property rights in the data you provide will remain your property. Your access to this information is contingent on payment in full of all access fees to DEAR by their due dates. By accepting these terms you are granting DEAR permission to use, copy, transmit, store, and back up your information and data to ensure your access and use of the services, and for any other purpose related to the provision of services to you.

C) Backup of Data:

DEAR adheres to its best practice policies and procedures to prevent any loss of data, however there can be no guarantee that no loss of data will occur. DEAR expressly excludes any liability for the loss of data no matter how caused. DEAR assumes that you maintain copies, or back-ups, of all data inputted into the service.

D) Third-party Applications and your Data

You acknowledge that by enabling third-party applications for use in conjunction with the services, you are allowing DEAR to provide access of your data to those third-parties as required. DEAR shall not be responsible for any disclosure, modification or deletion of your data resulting from any such third-party access.

6. Warranties and Acknowledgements

A) Authority:

Where you have registered to use the service on behalf of another person, you agree that you have the authority to act on their behalf and agree to these terms, conditions and obligations. You bind that person or entity to any and all obligations subjects to these terms without limiting your own personal obligations under these terms.

B) Acknowledgement:

You acknowledge that: (i) You are authorised to use the services and the website and that you have permission to use and access all information and data that you input into the site, including any input by others you have authorised to use the service. You are also authorised to access all processed information and data made available to you through your use of the service. (ii) DEAR has no responsibility to any person other than you and nothing in this agreement confers a benefit on any other person. If you are using or accessing the website on behalf of any other person you agree that you have the right to do so; that you are responsible for any other person given access to information and all requests for information will be provided to your address; that you will indemnify DEAR against any claims or loss relating to DEAR’s refusal to provide access to your information to any other person in accordance with these terms or DEAR making your information available to other parties at your request. (iii) Services provided, provisions of, access to, and use of the services is known to be on an “as is” basis and you enter into this agreement at your own risk. (iv) DEAR cannot guarantee that the use of services will be uninterrupted or error free. DEAR is not responsible for the operation and availability of systems used for accessing the service, including but not limited to, public telephone services, computer networks, internet or internal windows azure platforms. (v) The use of the services does not in any way constitute the receipt of accounting advice. Accounting questions should be directed to a certified accountant. (vi) Determining the suitability of the services to meet the needs of your business are your sole responsibility. (vii) All laws applicable to accounting, tax and other remain solely your responsibility. It is your responsibility to check that storage and access of your data will comply with applicable laws, including those of retaining records.

C) No warranties:

DEAR does not provide a warranty for the services. DEAR does not guarantee that the services will meet your requirements or that it will be suitable for your particular purposes. All implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability, fitness for purpose, title and non-infringement.

D) Consumer guarantees:

You warrant and represent that you are acquiring the right to access and use the services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the services, the website or these terms.