Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and UNIDES ERP ("Company," "we," "us," or "our") regarding your access to and use of the UNIDES ERP distribution management software platform, including the Web Admin Portal and mobile applications (Promoter, Vendor, and Staff apps), collectively referred to as the "Service" or "Platform."

By creating an account, accessing the Platform, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Service.

These Terms apply to both prospective customers evaluating our Service through demos or trials and existing customers with active subscriptions.

2. Definitions

• "Service" means the UNIDES ERP software platform, including all features, tools, and applications.
• "Customer Data" means all data, content, and information uploaded or processed through the Service by you or your authorized users.
• "Authorized Users" means individuals authorized by you to access and use the Service under your subscription.
• "Subscription" means the paid plan you select for accessing the Service.
• "SLA" means Service Level Agreement defining our uptime and performance commitments.

3. Account Registration and Eligibility

3.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of your organization. By registering, you represent and warrant that:

• You have the authority to bind your organization to these Terms
• All registration information you provide is accurate and current
• You will maintain the accuracy of such information
• Your use of the Service complies with all applicable laws and regulations

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Implementing appropriate security measures for authorized users

4. License and Access Rights

4.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

4.2 License Restrictions

You agree NOT to:

• Copy, modify, distribute, sell, or lease any part of the Service
• Reverse engineer, decompile, or attempt to extract source code
• Use the Service to develop competing products or services
• Share account credentials with unauthorized parties
• Use the Service for illegal, fraudulent, or malicious purposes
• Attempt to gain unauthorized access to any systems or data

5. Subscription Plans and Payments

5.1 Billing and Payment

• Payment Terms: Subscriptions are billed in advance on a monthly or annual basis.
• Auto-Renewal: Subscriptions automatically renew unless cancelled before renewal.
• Failed Payments: Continued payment failure may result in service suspension.
• Taxes: Fees are exclusive of applicable taxes.

5.2 Refund Policy

• Monthly Subscriptions: No refunds for partial months.
• Annual Subscriptions: Prorated refunds may be available within 30 days of initial purchase or renewal, minus usage fees.

6. Customer Data and Ownership

You retain ownership of your Customer Data. You grant us only the limited rights necessary to host, process, and provide the Service.

• You are responsible for data accuracy, legality, and required permissions.
• You must comply with applicable data protection laws.
• You should maintain independent backups for critical data.

7. Service Level Agreement (SLA)

• We target 99.9% uptime, excluding scheduled maintenance and force majeure events.
• Support response levels vary by subscription plan.
• Eligible customers may request service credits for qualifying downtime.

8. Acceptable Use Policy

You agree not to use the Service to:

• Violate laws, regulations, or third-party rights
• Transmit harmful, abusive, or malicious content
• Upload viruses or malware
• Conduct unauthorized security testing
• Bypass rate limits or usage restrictions

9. Intellectual Property Rights

The Service, including software, features, trademarks, logos, and documentation, is owned by UNIDES ERP and protected by applicable intellectual property laws.

10. Confidentiality

Both parties agree to protect confidential information disclosed during the relationship, except where disclosure is required by law or the information is already public.

11. Warranties and Disclaimers

12. Limitation of Liability

13. Indemnification

You agree to indemnify and hold harmless UNIDES ERP and its affiliates from claims arising from your use of the Service, violation of these Terms, or infringement of third-party rights.

14. Termination

• You may cancel your subscription at any time; cancellation is effective at the end of the billing period.
• We may suspend or terminate access for Terms violations, non-payment, fraud, or legal requirements.
• After termination, data export may be available for a limited period.

15. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via website update, email, or in-app notice.

16. Dispute Resolution

Before formal proceedings, both parties agree to attempt good-faith informal resolution. If unresolved, disputes may be settled through binding arbitration as permitted by applicable law.

17. General Provisions

• These Terms are governed by applicable laws in the agreed jurisdiction.
• If any provision is unenforceable, remaining provisions continue in effect.
• Failure to enforce a provision is not a waiver of rights.