Terms of Service

1. Introduction and Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between your organization ("Subscriber," "you," or "your") and TheJar.Company Limited, a company incorporated in Hong Kong ("Company," "we," "us," or "our"), operating the QuaBook platform. These Terms govern your access to and use of the QuaBook cloud-based quality control, production operations, and manufacturing management platform, including all related services, APIs, and documentation (collectively, the "Service").

By creating an account, accessing, or using the Service, the Subscriber agrees to be bound by these Terms, our Privacy Policy, our Data Processing Agreement, and our Service Level Agreement, all of which are incorporated herein by reference. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to all provisions herein, you may not access or use the Service.

2. Definitions

3. Grant of License

Subject to the Subscriber's compliance with these Terms and timely payment of all applicable fees, the Company grants to the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term, solely for the Subscriber's internal business operations.

This license does not constitute a sale of any rights in or to the Service. The Subscriber acquires no ownership interest in the Service. All rights not expressly granted are reserved by the Company.

The Subscriber may permit its authorized Users to access the Service, provided that the Subscriber remains fully responsible for all acts and omissions of its Users and ensures that all Users comply with these Terms.

4. Account Registration and Responsibilities

To use the Service, the Subscriber must register for an account. The Subscriber is responsible for providing accurate, current, and complete information during registration and maintaining the accuracy of such information. The Subscriber is responsible for:

• Maintaining the confidentiality of all account credentials, passwords, and PINs
• All activities that occur under the Subscriber's account, whether or not authorized
• Notifying the Company immediately of any unauthorized access or security breach
• Ensuring that all Users are duly authorized by the Subscriber
• De-provisioning access for Users who are no longer authorized (e.g., former employees)

Users must be at least 18 years of age. The Subscriber shall not share account credentials with unauthorized individuals or allow multiple individuals to use a single User account.

5. Subscription, Fees, and Payment

The Subscriber shall pay all fees as specified in the applicable subscription plan or order form. Unless otherwise agreed in writing, subscriptions are billed on a monthly or annual basis and automatically renew at the end of each billing period.

All fees are quoted in United States Dollars (USD) unless otherwise specified and are exclusive of applicable taxes, duties, and levies. The Subscriber is responsible for all taxes associated with the use of the Service, excluding taxes based on the Company's net income.

The Company reserves the right to modify pricing upon at least thirty (30) days' written notice. Continued use of the Service following such notice constitutes acceptance of the new pricing. If the Subscriber does not agree to the new pricing, the Subscriber may terminate the subscription effective at the end of the current billing period.

Late Payment. If payment is not received within fifteen (15) days of the due date, the Company may suspend access to the Service until all outstanding amounts are paid. Suspension does not relieve the Subscriber of the obligation to pay outstanding fees.

Non-Refundable. All fees are non-refundable except where required by applicable law. No refunds or credits will be issued for partial periods of use or unused features.

6. Permitted and Prohibited Uses

Permitted Uses

The Service is provided for the Subscriber's internal use in quality control, production operations, and manufacturing management. The Subscriber may use the Service to manage work orders, track quality control, manage employees and attendance, monitor machines and production lines, manage suppliers and raw materials, and generate reports.

Prohibited Uses

The Subscriber agrees not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or data models of the Service
• Copy, modify, adapt, translate, or create derivative works based on the Service
• Sublicense, resell, lease, rent, distribute, or otherwise make the Service available to third parties
• Use the Service to develop, market, or support any competing product or service
• Scrape, crawl, or automatically extract data from the Service without authorization
• Attempt to gain unauthorized access to the Service, its infrastructure, or other accounts
• Upload or transmit malicious code, viruses, or harmful software
• Use the Service for any unlawful purpose or in violation of applicable laws and regulations
• Interfere with or disrupt the integrity or performance of the Service
• Circumvent any access controls, usage limits, or security mechanisms

7. Data Ownership and Rights

Subscriber Data. The Subscriber retains all right, title, and interest in and to all Subscriber Data. The Company does not claim ownership of Subscriber Data. As between the parties, Subscriber Data is and shall remain the property of the Subscriber.

License to Subscriber Data. The Subscriber grants the Company a limited, non-exclusive, worldwide license to access, process, store, and display Subscriber Data solely as necessary to provide, maintain, and improve the Service and to comply with legal obligations. This license terminates upon termination of the subscription and deletion of Subscriber Data.

Aggregated and Anonymized Data. The Company may create aggregated, de-identified, and anonymized data derived from Subscriber Data ("Aggregated Data"). Such Aggregated Data shall not identify the Subscriber or any individual. The Company may use Aggregated Data for analytics, benchmarking, AI model improvement, and product development purposes, and such use shall survive termination of these Terms.

No Sale of Data. The Company will not sell, share, or disclose Subscriber Data to third parties except as required by law, court order, or governmental request, or to authorized sub-processors under binding data processing agreements.

8. Intellectual Property

The Company retains all right, title, and interest in and to the Service, including all software, algorithms, AI models, user interfaces, designs, documentation, trade secrets, trademarks, and all other intellectual property rights therein. These rights are protected by copyright, trademark, patent, trade secret, and other applicable laws.

No provision of these Terms shall be construed to transfer any intellectual property rights from the Company to the Subscriber, except the limited license expressly granted in Section 3.

Feedback. If the Subscriber provides suggestions, feature requests, or other feedback regarding the Service ("Feedback"), the Company shall have a royalty-free, worldwide, perpetual, irrevocable license to use, modify, and incorporate such Feedback into the Service without obligation to the Subscriber.

9. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as necessary to perform obligations under these Terms, and only to those individuals who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

The confidentiality obligations under this section shall survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall be protected indefinitely.

10. Representations and Warranties

Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation; and (c) its performance under these Terms will not violate any applicable law, regulation, or agreement with a third party.

Company Warranties

The Company warrants that: (a) the Service will perform materially in accordance with its documentation; (b) the Company will use commercially reasonable efforts to maintain the security of Subscriber Data; and (c) the Service will not knowingly introduce malicious code.

Subscriber Warranties

The Subscriber represents and warrants that: (a) it has obtained all necessary consents and authorizations to upload and process Subscriber Data, including employee personal data; (b) its use of the Service will comply with all applicable laws and regulations, including food safety laws; and (c) it will not upload data that infringes on the rights of any third party.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11. Food Safety and Regulatory Disclaimer

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) EXCLUSION OF DAMAGES. IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY; LOSS OF DATA OR DATA CORRUPTION; BUSINESS INTERRUPTION; PRODUCTION LOSSES OR DOWNTIME; FOOD SAFETY INCIDENTS, PRODUCT RECALLS, CONTAMINATION EVENTS, OR CONSUMER HARM; REGULATORY FINES, PENALTIES, OR SANCTIONS; COST OF SUBSTITUTE GOODS OR SERVICES; REPUTATIONAL DAMAGE; OR ANY OTHER LOSSES OR DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) LIABILITY CAP. THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY THE SUBSCRIBER TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(C) ESSENTIAL BASIS. THE SUBSCRIBER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE COMPANY WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.

13. Indemnification

Subscriber Indemnification. The Subscriber shall indemnify, defend, and hold harmless the Company and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) the Subscriber's use of the Service; (b) the Subscriber's breach of these Terms; (c) the Subscriber's violation of any applicable law or regulation; (d) any third-party claim arising from the Subscriber's products, food safety practices, or manufacturing operations; (e) the Subscriber's failure to obtain necessary consents for the processing of personal data; or (f) the accuracy, completeness, or legality of Subscriber Data.

Company Indemnification. The Company shall indemnify, defend, and hold harmless the Subscriber from and against any third-party claim that the Service, as provided by the Company, infringes any third party's intellectual property rights, provided that the Subscriber promptly notifies the Company, gives the Company sole control of the defense, and reasonably cooperates with the Company.

14. Term and Termination

Term. These Terms are effective from the Effective Date and continue for the duration of the subscription period, automatically renewing for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current period.

Termination for Convenience. Either party may terminate these Terms at the end of any billing period by providing at least thirty (30) days' written notice. No refund shall be due for any unused portion of a prepaid period.

Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (a) commits a material breach and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy, or ceases operations; or (c) is subject to a change of control that results in a direct competitor of the non-breaching party acquiring control.

Effect of Termination. Upon termination: (a) the Subscriber's right to access the Service ceases immediately; (b) the Subscriber shall pay any outstanding fees owed; (c) the Subscriber has thirty (30) days to request an export of Subscriber Data in a standard machine-readable format; (d) after the 30-day export period, the Company will permanently delete all Subscriber Data within ninety (90) days, except as required by law; (e) each party shall return or destroy the other party's Confidential Information.

Survival. Sections 7, 8, 9, 10, 11, 12, 13, 15, and 16 shall survive termination of these Terms.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice.

16. General Provisions

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to its conflict of law principles.

Dispute Resolution. Any dispute arising out of or relating to these Terms shall first be submitted to good faith negotiation between senior representatives of each party for a period of thirty (30) days. If not resolved, the dispute shall be submitted to binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its then-current rules. The arbitration shall be conducted in English and held in Hong Kong. The arbitral award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Entire Agreement. These Terms, together with the Privacy Policy, Data Processing Agreement, Service Level Agreement, and any applicable order forms, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, and understandings.

Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. The Subscriber may not assign or transfer these Terms without the prior written consent of the Company. The Company may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices. All notices under these Terms shall be in writing and sent to the email address associated with the Subscriber's account or to the Company at legal@quabook.com. Notices are deemed received upon confirmed delivery.

Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Modifications. The Company reserves the right to modify these Terms at any time. Material changes will be communicated via email or a prominent notice in the Service with at least thirty (30) days' advance notice. Continued use of the Service after the effective date of such changes constitutes acceptance.

17. Contact

For questions about these Terms, to request a data export, or to provide notice under these Terms: